Guthrie Gts Limited and the Advice of Primepartners Corporate Finance Pte

CIRCULAR DATED 22 JULY 2013 THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS (AS DEFINED HEREIN) OF GUTHRIE GTS LIMITED AND THE ADVICE OF PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTORS. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Guthrie GTS Limited (the “Company”). If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, accountant, solicitor, tax adviser or other professional adviser immediately. If you have sold or transferred all your shares in the capital of the Company, you should immediately forward this Circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained, opinions expressed or advice given in this Circular.

GUTHRIE GTS Since1821 GUTHRIE GTS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 196800390N)

CIRCULAR TO SHAREHOLDERS

in relation to the

VOLUNTARY UNCONDITIONAL CASH OFFER

CIMB BANK BERHAD (13491-P) Singapore Branch (Incorporated in Malaysia)

for and on behalf of

UNITED SM HOLDINGS PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 201315922M)

to acquire all the issued and paid-up ordinary shares in the capital of the Company

Independent Financial Adviser to the Independent Directors of the Company

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200207389D)

SHAREHOLDERS SHOULD NOTE THAT THE OFFER DOCUMENT (AS DEFINED HEREIN) STATES THAT THE OFFER (AS DEFINED HEREIN) WILL CLOSE AT 5.30 P.M. ON 7 AUGUST 2013 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR (AS DEFINED HEREIN). IN ADDITION, PURSUANT TO RULE 22.6 OF THE CODE (AS DEFINED HEREIN), THE OFFER WILL REMAIN OPEN FOR A PERIOD OF NOT LESS THAN 14 DAYS AFTER THE DATE ON WHICH THE OFFER WOULD OTHERWISE HAVE CLOSED (BEING 5.30 P.M. ON 7 AUGUST 2013). SUMMARY TIMETABLE

Date of despatch of Offer Document : 10 July 2013

Date of despatch of Circular : 24 July 2013

Closing Date : 5.30 p.m. on 7 August 2013 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. Pursuant to Rule 22.6 of the Code, the Offer will remain open for a period of not less than 14 days after the date on which the Offer would otherwise have closed (being 5.30 p.m. on 7 August 2013)

Date of settlement of consideration for : Within 10 days of the date of receipt of valid acceptances of the Offer acceptances by the Offeror which are complete and valid in all respects and are received before 5.30 p.m. on the Closing Date

1 CONTENTS

DEFINITIONS ...... 3

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ...... 7

LETTER TO THE SHAREHOLDERS 1. INTRODUCTION ...... 8

2. THE OFFER ...... 9

3. IRREVOCABLE UNDERTAKINGS ...... 10

4. INFORMATION ON THE OFFEROR AND GA 1821 ...... 11

5. RATIONALE FOR THE OFFER ...... 11

6. THE OFFEROR’S INTENTIONS FOR THE COMPANY ...... 12

7. ADVICE AND RECOMMENDATION ...... 13

8. ACTION TO BE TAKEN BY SHAREHOLDERS ...... 15

9. OVERSEAS SHAREHOLDERS ...... 15

10. INFORMATION PERTAINING TO CPFIS INVESTORS ...... 17

11. DIRECTORS’ RESPONSIBILITY STATEMENT ...... 17

APPENDICES 1. LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS OF GUTHRIE GTS LIMITED ...... 18

2. GENERAL INFORMATION ON THE COMPANY ...... 55

3. EXTRACTS FROM THE ARTICLES ...... 65

4. EXTRACTS OF VALUATION REPORT AND CERTIFICATES...... 79

2 DEFINITIONS

In this Circular, the following deﬁ nitions apply throughout unless the context otherwise requires:

“1Q13” : Shall have the meaning ascribed to it in Paragraph 9.1 of Appendix 2 to this Circular

“Articles” : The articles of association of the Company

“AWL” : Activewatch Limited

“Board” : The board of Directors

“CDP” : The Central Depository (Pte) Limited

“CIMB” : CIMB Bank Berhad, Singapore Branch

“Circular” : This circular to Shareholders dated 22 July 2013 in relation to the Offer

“Closing Date” : 5.30 p.m. on 7 August 2013 or such later date(s) as may be announced from time to time by or on behalf of the Offeror

“Code” : The Singapore Code on Take-overs and Mergers

“Companies Act” : The Companies Act (Chapter 50 of Singapore)

“Company” or “Guthrie” : Guthrie GTS Limited

“Company Securities” : (a) Shares;

(b) securities which carry voting rights in the Company; or

(c) convertible securities, warrants, options (including the Options) or derivatives in respect of Shares or securities which carry voting rights in the Company

“Concert Parties” : Parties acting or presumed to be acting in concert with the Offeror in connection with the Offer

“CPF” : Central Provident Fund

“CPF Agent Banks” : Agent banks included under the CPFIS

“CPFIS” : Central Provident Fund Investment Scheme

“CPFIS Investors” : Investors who have purchased Shares using their CPF contributions pursuant to the CPFIS

“Directors” : The directors of the Company as at the LPD

“Distributions” : Any dividends, rights and other distributions declared, paid or made by the Company in respect of Shares

“Encumbrances” : All claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever

3 “Excluded Directors” : Mr Putra Masagung, Mr Hartono Gunawan and Mr Tan Hang Huat

“FAA” : Form of Acceptance and Authorisation for Offer Shares, which forms part of the Offer Document and which is issued to Shareholders whose Offer Shares are deposited with CDP

“Facility Agreement” : Shall have the meaning ascribed to it in Paragraph 6.2(c) of Appendix 2 to this Circular

“FAT” : Form of Acceptance and Transfer for Offer Shares, which forms part of the Offer Document and which is issued to Shareholders whose Offer Shares are not deposited with CDP

“FRS” : Singapore Financial Reporting Standards

“FRS 12” : Shall have the meaning ascribed to it in Paragraph 9.3 of Appendix 2 to this Circular

“FY” : Financial year ended or ending, as the case may be, on 31 December

“GA 1821” : GA 1821 Pte. Ltd.

“GA 1821 Shares” : Ordinary shares in the capital of GA 1821

“Group” or “Guthrie Group” : The Company and its subsidiaries

“HGL” : Hearty Gains Limited

“IFA” : PrimePartners Corporate Finance Pte. Ltd., the appointed independent ﬁ nancial adviser to the Independent Directors

“IFA Letter” : The letter dated 22 July 2013 from the IFA to the Independent Directors containing the IFA’s advice to the Independent Directors in respect of the Offer as set out in Appendix 1 to this Circular

“Independent Directors” : The Directors who are considered independent for the purpose of making recommendations to the Shareholders in respect of the Offer as at the LPD, namely Mr Ben Yeo Chee Seong, Mr Harry Ong Kim Seng, Mr Michael Leong Choon Fai, Mr Philip Tan Yuen Fah, Mr Ernest Seow Teng Peng and Mr Ronnie Wai Chee Leong

“INT FRS” : Interpretations to FRS

“Irrevocable Undertakings” : Shall have the meaning ascribed to it in Section 3 of this Circular

“Listing Manual” : The Listing Manual of the SGX-ST

“LPD” : 17 July 2013, being the latest practicable date prior to the printing of this Circular

“Market Day” : A day on which the SGX-ST is open for trading of securities

“Offer” : The voluntary unconditional cash offer by CIMB, for and on behalf of the Offeror, to acquire the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT, as such offer may be amended, extended and revised from time to time by or on behalf of the Offeror

4 “Offer Announcement” : The announcement in connection with the Offer released by CIMB, for and on behalf of the Offeror, on the Offer Announcement Date

“Offer Announcement Date” : 21 June 2013, being the date of the Offer Announcement

“Offer Document” : The offer document dated 10 July 2013 and any other document(s) which may be issued for and on behalf of the Offeror to amend, revise, supplement or update such offer document from time to time

“Offer Price” : S$0.880 in cash for each Offer Share

“Offer Shares” : All the issued Shares to which the Offer relates, including Shares owned, controlled or agreed to be acquired by the Concert Parties

“Offeror” : United SM Holdings Pte. Ltd.

“Offeror Securities” : Offeror Shares and the convertible securities, warrants, options and derivatives in respect of any such Offeror Shares

“Offeror Shares” : Ordinary shares in the capital of the Offeror

“Options” : Options to subscribe for new Shares granted under any employee share scheme of the Company

“Overseas Shareholders” : Shareholders whose addresses are outside Singapore as shown in the Register of the Company or in the Depository Register (as the case may be)

“PM” : Mr Putra Masagung

“Properties” : Shall have the meaning ascribed to it in Paragraph 10 of Appendix 2 to this Circular

“Record Date” : In relation to any Distributions, the date on which Shareholders must be registered with the Company or CDP, as the case may be, in order to participate in such Distributions

“Register” : The register of holders of Shares, as maintained by the Registrar

“Registrar” : Boardroom Corporate & Advisory Services Pte. Ltd., in its capacity as the share registrar of the Company

“SFA” : The Securities and Futures Act (Chapter 289 of Singapore)

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shareholders” : Holders of the Offer Shares, including persons whose Offer Shares are deposited with CDP or who have purchased Offer Shares on the SGX-ST

“Shares” : Ordinary shares in the capital of the Company

“SIC” : Securities Industry Council of Singapore

“Undertaking Shareholders” : GA 1821, PM, Mr Ben Yeo Chee Seong and Mr Harry Ong Kim Seng

“Valuers” : Colliers International Consultancy & Valuation (Singapore) Pte Ltd, Jones Lang LaSalle Property Consultants Pte Ltd, Chesterton Suntec International Pte Ltd, Knight Frank Pte Ltd and P.T. SuryaPrapta Indah

5 “$” or “S$” and “cents” : Singapore dollars and cents, respectively

“%” or “per cent.” : Per centum or percentage

Unless otherwise deﬁ ned, the terms “acting in concert” and “associates” shall have the meanings ascribed to them in the Code.

The terms “depositor” and “Depository Register” shall have the meanings ascribed to them in Section 130A of the Companies Act.

The terms “subsidiary” and “related corporation” shall have the meanings ascribed to them respectively in Section 5 and Section 6 of the Companies Act.

References to “you”, “your” and “yours” in this Circular are, as the context so determines, to the Shareholders (including persons whose Offer Shares are deposited with CDP or who have purchased Offer Shares on the SGX-ST).

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing one gender shall include the other gender. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned in the Companies Act, the SFA, the Listing Manual or the Code or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA, the Listing Manual or the Code or any statutory modifi cation thereof, as the case may be, unless the context otherwise requires.

Any reference to a time of day and date in this Circular is made by reference to Singapore time and date, unless otherwise stated.

Any discrepancies in fi gures included in this Circular between the amounts shown and the total thereof are due to rounding. Accordingly, fi gures shown as totals in this Circular may not be arithmetic aggregation of the fi gures that precede them.

In this Circular, where parts of the Offer Document are referred to or reproduced, references to the “Latest Practicable Date” shall mean 3 July 2013, being the latest practicable date prior to the printing of the Offer Document. Extracts reproduced in their entirety from the Offer Document are set out in italics and quotation marks.

Capitalised terms used in extracts of the Offer Document shall have the same meanings as ascribed to them in the Offer Document.

6 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this Circular are or may be forward- looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reﬂ ect the Company’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward- looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company assumes no obligation to update publicly or revise any forward-looking statements.

7 GUTHRIE GTS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 196800390N)

Directors: Registered Ofﬁ ce: Mr Putra Masagung (Non-Executive Chairman) 1 Fifth Avenue Mr Ben Yeo Chee Seong (Group Managing Director) #02-06/07 Mr Harry Ong Kim Seng (Deputy Group Managing Director) Guthrie House Mr Michael Leong Choon Fai (Executive Director) Singapore 268802 Mr Philip Tan Yuen Fah (Independent Director) Mr Hartono Gunawan (Non-Executive Director) Mr Tan Hang Huat (Non-Executive Director) Mr Ernest Seow Teng Peng (Independent Director) Mr Ronnie Wai Chee Leong (Independent Director)

22 July 2013

To: The Shareholders of Guthrie GTS Limited

Dear Sir/Madam

VOLUNTARY UNCONDITIONAL CASH OFFER

1. INTRODUCTION 1.1 Offer Announcement The Company refers to the Offer Announcement made by CIMB, for and on behalf of the Offeror, on the Offer Announcement Date, in relation to the Offer.

A copy of the Offer Announcement is available on SGXNET at www.sgx.com.

1.2 Offer Document Shareholders (except for Overseas Shareholders as explained in Section 9 of this Circular) should have by now received a copy of the Offer Document, as announced by CIMB to have been despatched on 10 July 2013, setting out, inter alia, the terms and conditions of the Offer. The principal terms and conditions of the Offer are set out in section 2 of the Offer Document and Appendix 1 to the Offer Document. Shareholders are urged to read the terms and conditions of the Offer set out in the Offer Document carefully.

A copy of the Offer Document is available on SGXNET at www.sgx.com.

1.3 Purpose of this Circular The purpose of this Circular is to provide Shareholders with relevant information pertaining to the Offer and to set out the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in relation to the Offer.

Shareholders should read the Offer Document, this Circular and the IFA Letter set out in Appendix 1 to this Circular carefully and consider the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors before deciding whether or not to accept the Offer.

If you are in any doubt about the Offer, you should consult your stockbroker, bank manager, accountant, solicitor, tax adviser or other professional adviser immediately.

8 2. THE OFFER Based on the information set out in the Offer Document, CIMB has, for and on behalf of the Offeror, made the Offer to acquire all the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and FAT on the basis reproduced below.

2.1 Offer Price As stated in section 2.2 of the Offer Document, the consideration for each Offer Share is as follows:

For each Offer Share: S$0.880 in cash

2.2 Offer Shares As stated in section 2.3 of the Offer Document, the Offer is extended, on the same terms and conditions, to all the issued Shares, including Shares owned, controlled or agreed to be acquired by the Concert Parties. For the purposes of the Offer, the expression “Offer Shares” shall include such Shares.

2.3 No Encumbrances As stated in section 2.4 of the Offer Document, the Offer Shares will be acquired (a) fully paid, (b) free from all Encumbrances, and (c) together with all rights, beneﬁ ts, entitlements and advantages attached thereto as at the Offer Announcement Date, and thereafter attaching thereto, including the right to all Distributions (if any), the Record Date for which falls on or after the Offer Announcement Date.

In the event of any such Distributions on or after the Offer Announcement Date, the Offeror reserves the right to reduce the Offer Price payable to a Shareholder who validly accepts or has validly accepted the Offer by the amount of such Distributions.

2.4 Unconditional Offer As stated in section 2.5 of the Offer Document, as the Offeror and its Concert Parties hold more than 50% of the voting rights attributable to the issued Shares as at the Latest Practicable Date, the Offer will not be subject to any conditions and will be unconditional in all respects.

2.5 Revision of Terms of the Offer As stated in section 2.6 of the Offer Document, the Offeror reserves the right to revise the terms of the Offer in accordance with the Code.

2.6 Duration of the Offer As stated in Appendix 1 to the Offer Document:

“1. DURATION OF THE OFFER 1.1 First Closing Date. The Offer is open for acceptance by Shareholders for at least 28 days from the Despatch Date, unless the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. on 7 August 2013 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

1.2 Subsequent Closing Date(s). If the Offer is extended, the announcement of the extension need not state the next Closing Date but may state that the Offer will remain open until further notice. In such a case, the Offeror must give Shareholders at least 14 days’ prior notice in writing before it may close the Offer.

1.3 Offer to Remain Open for Further 14 Days. Pursuant to Rule 22.6 of the Code, the Offer will remain open for a period of not less than 14 days after the date on which the Offer would otherwise have closed (being 5.30 p.m. on 7 August 2013).

9 1.4 Final Day Rule. The Offer (whether revised or not) will not be capable of being kept open after 5.30 p.m. on the 60th day after the Despatch Date, provided that the Offeror may extend the Offer beyond such 60-day period with the SIC’s prior consent.

1.5 Revision. The Offeror reserves the right to revise the terms of the Offer at such time and in such manner as it may consider appropriate. If the Offer is revised, the Offer will remain open for acceptance for at least 14 days from the date of despatch of the written notiﬁ cation of the revision to Shareholders. In any case where the terms are revised, the beneﬁ t of the Offer (as so revised) will be made available to each of the Shareholders who had previously accepted the Offer.”

2.7 Details of the Offer The Offer is made in accordance with the principal terms and conditions as set out in the Offer Document. Further details on, inter alia, (a) the settlement of the consideration for the Offer, (b) the requirements relating to the announcement(s) of the level of acceptances of the Offer, and (c) the right of withdrawal of acceptances of the Offer are set out in Appendix 1 to the Offer Document.

2.8 No Options Proposal As stated in section 3 of the Offer Document, based on the latest information available to the Offeror as at the Latest Practicable Date, there are no outstanding Options granted under any employee share scheme of the Company as at the Latest Practicable Date. In view of the foregoing, the Offeror will not make an offer to acquire any Options. For the avoidance of doubt, the Offer will be extended to all Shares unconditionally issued or to be issued pursuant to the valid exercise of the Options (if any) on or prior to the close of the Offer.

2.9 Procedures for Acceptance The procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document.

3. IRREVOCABLE UNDERTAKINGS The irrevocable undertakings received by the Offeror and its Concert Parties to accept or reject the Offer (the “Irrevocable Undertakings”) are set out in section 12.4 of the Offer Document and reproduced below:

“12.4 Irrevocable Undertakings. As at the Latest Practicable Date, the Undertaking Shareholders have each given irrevocable undertakings to the Offeror (the “Irrevocable Undertakings”) whereby each of the Undertaking Shareholders has undertaken, inter alia:

(a) to accept the Offer in respect of the Shares owned by each of them respectively prior to and up to the close of the Offer; and

(b) not to, directly or indirectly, (i) offer, (ii) sell, transfer, give or otherwise dispose of, (iii) grant any option, right or warrant to purchase in respect of, (iv) charge, mortgage, pledge or otherwise encumber or (v) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the legal, beneﬁ cial or economic consequences of ownership of, all or any of the Shares held by them or any interest therein until the close of the Offer.

The names of the Undertaking Shareholders and the number of Shares owned by them as at the Latest Practicable Date are as follows:

Name Number of Shares Percentage of total issued Shares (%)

GA 1821 745,361,275 69.15 PM 550,000 0.05 Ben Yeo Chee Seong 14,417,100 1.34 Harry Ong Kim Seng 1,132,000 0.11 Total 761,460,375 70.64

10 The Undertaking Shareholders have undertaken to accept the Offer in respect of an aggregate of 761,460,375 Shares, representing approximately 70.64% of the total number of issued Shares, owned by them as at the Latest Practicable Date.

In addition, GA 1821 has agreed in its Irrevocable Undertaking, inter alia, that the consideration for the Shares to be tendered by GA 1821 in acceptance of the Offer shall be satisﬁ ed in full by (i) the payment of the sum of S$54.0 million in cash in accordance with the terms of the Offer and (ii) the issue of one (1) or more interest-free promissory notes by the Offeror to GA 1821 in respect of the balance of the consideration payable (the “Promissory Note(s)”).

The Irrevocable Undertakings shall terminate on the date on which the Offer lapses or is withdrawn.

Based on information available to the Offeror, none of the Undertaking Shareholders has dealt for value in any Company Securities during the Reference Period.

Save as disclosed in this Offer Document, as at the Latest Practicable Date, none of the Offeror and its Concert Parties has received any irrevocable undertaking from any party to accept or reject the Offer.”

4. INFORMATION ON THE OFFEROR AND GA 1821 Information on the Offeror and GA 1821 is set out in section 6 of the Offer Document and reproduced below:

“6.1 The Offeror. The Offeror is a company incorporated in Singapore on 12 June 2013 for the purpose of undertaking the Offer. Its principal activities are those of an investment holding company. The Offeror has not carried on any business since its incorporation, except in relation to matters in connection with the making of the Offer.

As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$2,000,001, comprising 2,000,001 ordinary shares (the “Offeror Shares”), of which 1,000,001 Offeror Shares are held by HGL and 1,000,000 Offeror Shares are held by AWL. HGL is the majority shareholder of the Offeror as it holds an additional Offeror Share. HGL is a company wholly-owned by AS while AWL is a company wholly-owned by PM. PM is the Non-Executive Chairman of Guthrie.

As at the Latest Practicable Date, the Directors of the Offeror are Mr Teng Tien Eng Moses and Mr Kok Chun Sing.

6.2 GA 1821. GA 1821 is a company incorporated in Singapore on 5 July 2006. Its principal activities are those of an investment holding company.

As at the Latest Practicable Date, GA 1821 has an issued and paid-up share capital of S$10,000,001, comprising 10,000,001 ordinary shares (the “GA 1821 Shares”), of which 5,000,001 GA 1821 Shares are held by AS and 5,000,000 GA 1821 Shares are held by PM, each through their respective wholly-owned intermediary companies. Onshore Finance Limited, which is indirectly wholly-owned by AS, is the majority shareholder of GA 1821 as it holds an additional GA 1821 Share.”

Additional information on the Offeror is set out in Appendix 3 to the Offer Document.

5. RATIONALE FOR THE OFFER The rationale for the Offer is set out in section 8 of the Offer Document and reproduced below:

“8. RATIONALE FOR THE OFFER 8.1 Intention to Delist and Privatise Guthrie. The Offeror is making the Offer with a view to delisting and privatising the Company.

11 8.2 Low Trading Liquidity and Opportunity to Exit. The historical trading liquidity of the Shares has generally been low with an average daily trading volume of less than 650,000 Shares over the 12-month period prior to and including 19 June 2013, being the Last Trading Day, representing approximately 0.06% of the total number of issued Shares.

The Offer provides Shareholders with an opportunity to realise their entire investment in the Shares at an attractive premium over the historical market prices of the Shares in the 12-month period prior to and including the Last Trading Day, without incurring any brokerage and other trading costs. This is an opportunity which may not otherwise be readily available to Shareholders in view of the low trading liquidity of the Shares. In addition, as the Offer is unconditional in all respects, Shareholders who accept the Offer will be paid the Offer Price for their Offer Shares within 10 days after the date of receipt by the Offeror of valid and complete acceptances of the Offer.

8.3 Greater Management Flexibility. The Offeror is of the view that the delisting and privatisation of the Company will provide the Offeror and the Company with greater control and management ﬂ exibility in utilising and deploying the available resources of the Guthrie Group and facilitating the implementation of any strategic initiatives and/or operational changes of the Guthrie Group to achieve greater efﬁ ciency and competitiveness.

8.4 Compliance Costs relating to Listing Status. The Offeror is of the view that in maintaining the Company’s listing status, the Company incurs additional compliance and associated costs. If the Company is delisted, the Company will be able to dispense with costs associated with complying with listing and other regulatory requirements and human resources that have to be committed for such compliance. In addition, the Company has not carried out any exercise to raise cash funding on the SGX-ST since 2006.”

6. THE OFFEROR’S INTENTIONS FOR THE COMPANY The full text of the Offeror’s intentions for the Company and its intentions relating to the listing status and compulsory acquisition of the Company are set out in sections 9 and 10 of the Offer Document and reproduced below:

“9. THE OFFEROR’S INTENTIONS RELATING TO GUTHRIE It is the intention of the Offeror that the Guthrie Group will continue to develop and grow its existing business. The Offeror intends to undertake a review of the business of the Guthrie Group following the close of the Offer with a view to identifying areas in which the strategic direction and operations of the Guthrie Group can be enhanced. The Offeror also retains the ﬂ exibility at any time to consider any options or opportunities in relation to the Guthrie Group which may present themselves and which it may regard to be in the interest of Guthrie.

Save as disclosed above, the Offeror presently has no intention to (i) introduce any major changes to the existing businesses of the Guthrie Group, (ii) redeploy the ﬁ xed assets of the Guthrie Group or (iii) discontinue the employment of existing employees of the Guthrie Group, in each case, other than in the ordinary course of business.

10. COMPULSORY ACQUISITION AND LISTING STATUS 10.1 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances pursuant to the Offer (or otherwise acquires Shares during the period when the Offer is open for acceptance) in respect of not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any Shares held in treasury), the Offeror would have the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (the “Dissenting Shareholders”), at a price equal to the Offer Price.

12 In such event, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST.

Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90% or more of the total number of issued Shares (excluding Shares held in treasury). Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice.

10.2 Listing Status. Pursuant to Rule 1105 of the Listing Manual, upon an announcement by the Offeror that acceptances have been received pursuant to the Offer that bring the holdings owned by the Offeror and its Concert Parties to above 90% of the total number of issued Shares (excluding Shares held in treasury), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time it is satisﬁ ed that at least 10% of the total number of issued Shares (excluding Shares held in treasury) are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, if the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding Shares held in treasury), thus causing the percentage of the total number of issued Shares (excluding Shares held in treasury) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares only at the close of the Offer.

In addition, under Rule 724 of the Listing Manual, if the percentage of the total number of issued Shares (excluding Shares held in treasury) held in public hands falls below 10%, the Company must, as soon as practicable, announce that fact and the SGX-ST may suspend the trading of all the Shares. Rule 725 of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares (excluding Shares held in treasury) in public hands to at least 10%, failing which the Company may be delisted from the SGX-ST.

The Offeror intends to privatise the Company and does not intend to preserve the listing status of the Company. In the event that the trading of Shares on the SGX-ST is suspended pursuant to Rule 724, Rule 1105 or Rule 1303(1) of the Listing Manual, the Offeror has no intention to undertake or support any action for any such trading suspension by the SGX-ST to be lifted.”

Shareholders are urged to read the above paragraphs of the Offer Document carefully.

7. ADVICE AND RECOMMENDATION 7.1 Appointment of the IFA PrimePartners Corporate Finance Pte. Ltd. has been appointed as the independent ﬁ nancial adviser to advise the Independent Directors in respect of the Offer.

7.2 Independent Directors All the Directors, except for the Excluded Directors, are independent for the purposes of the Offer and are required to make a recommendation to Shareholders in respect of the Offer. The SIC has ruled on 9 July 2013 that the Excluded Directors are exempted from the requirement to mak e a recommendation on the Offer to Shareholders as each of them faces an irreconcilable conﬂ ict of interest in doing so, being a Concert Party for the reasons as set out below:

(a) PM holds an indirect interest of approximately 49.99% of the Offeror Shares through his wholly-owned company, AWL. PM is also a shareholder of GA 1821, which is deemed to be acting in concert with the Offeror; and

(b) Mr Hartono Gunawan and Mr Tan Hang Huat are directors of GA 1821, which is deemed to be acting in concert with the Offeror.

13 All the Directors (including, for the avoidance of doubt, the Excluded Directors) are jointly and severally responsible for the accuracy of the facts stated or opinions expressed in documents and advertisements issued by or on behalf of the Company in connection with the Offer.

Shareholders should read and consider carefully the advice of the IFA to the Independent Directors on the Offer contained in the IFA Letter and the recommendation of the Independent Directors set out in Sections 7.4 and 7.5 below respectively before deciding on whether to accept or reject the Offer.

7.3 Evaluation of the Offer by the IFA The IFA Letter setting out the advice of the IFA to the Independent Directors in respect of the Offer is set out in Appendix 1 to this Circular. The key considerations relied upon by the IFA in arriving at its advice to the Independent Directors are set out in paragraphs 7 and 8 of the IFA Letter.

Shareholders should read and consider carefully the key considerations relied upon by the IFA in arriving at its advice to the Independent Directors, in conjunction with, and in the context of the full text of the IFA Letter.

7.4 The IFA’s advice to the Independent Directors on the Offer The advice of the IFA to the Independent Directors in respect of the Offer has been extracted from the IFA Letter and is set out in bold and italics below. Unless otherwise deﬁ ned, all terms and expressions used in the extract below shall have the same meanings as those deﬁ ned in the IFA Letter. Shareholders should read the following extract in conjunction with, and in the context of the full text of the IFA Letter.

“Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that, on balance, the terms of the Offer are not compelling from a ﬁ nancial point of view, but fair and reasonable and are not prejudicial to the interests of minority shareholders from a market perspective. Based on our opinion and accordingly, we advise the Independent Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions.”

7.5 Recommendation of the Independent Directors The Independent Directors, having considered carefully the terms of the Offer and the advice given by the IFA to the Independent Directors in the IFA Letter, agree with the advice given by the IFA in respect of the Offer, and concur with the opinion of the IFA that Shareholders accept the Offer. Accordingly, the Independent Directors recommend that Shareholders ACCEPT the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions.

In making the above recommendation, the Independent Directors have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les, or particular needs and constraints of any individual Shareholder. As different Shareholders would have different investment objectives and profi les, the Independent Directors recommend that any individual Shareholder who may require specifi c advice in relation to his investment objectives, portfolio and/or the Offer should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

14 For the purposes of this Circular and evaluation by the IFA, the Company has commissioned independent valuations of the Properties as at 30 June 2013 and the respective valuation report and/or certifi cates are set out in Appendix 4 to this Circular. In accordance with FRS 40 – Investment Property, the changes in the value of the Properties which are classifi ed as investment properties, as refl ected in the valuations, will be taken into account in the unaudited consolidated fi nancial statements of the Group for the second quarter ended 30 June 2013, which will be released within 45 days from the end of the fi nancial quarter, in accordance with the rules of the Listing Manual (i.e. by 14 August 2013).

SHAREHOLDERS ARE ADVISED TO READ THE TERMS AND CONDITIONS OF THE OFFER DOCUMENT CAREFULLY. SHAREHOLDERS ARE ALSO ADVISED TO READ THE IFA LETTER SET OUT IN APPENDIX 1 TO THIS CIRCULAR CAREFULLY AND TO CONSIDER THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE OFFER. SHAREHOLDERS SHOULD NOTE THAT THE ADVICE OF THE IFA TO THE INDEPENDENT DIRECTORS MAY ONLY BE RELIED UPON BY THE INDEPENDENT DIRECTORS AND THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS SHOULD NOT BE RELIED UPON BY ANY SHAREHOLDER AS THE SOLE BASIS FOR DECIDING WHETHER OR NOT TO ACCEPT THE OFFER.

8. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders wishing to accept the Offer must do so not later than 5.30 P.M. ON THE CLOSING DATE and should take note of the procedures for acceptance of the Offer as set out in Appendix 2 to the Offer Document.

Shareholders who do not wish to accept the Offer need not take any further action in respect of the Offer Document and the FAA and/or FAT which have been sent to them.

9. OVERSEAS SHAREHOLDERS Overseas Shareholders should refer to section 14 of the Offer Document, which is reproduced below:

“14. OVERSEAS SHAREHOLDERS

14.1 Overseas Jurisdictions. This Offer Document does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Offer Document in any jurisdiction in contravention of applicable laws.

The release, publication or distribution of this Offer Document in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Offer Document is released, published or distributed should inform themselves about and observe such restrictions.

Copies of this Offer Document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer will violate the laws of that jurisdiction (“Restricted Jurisdiction”) and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable laws) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

15 14.2 Overseas Shareholders. The availability of the Offer to Shareholders whose addresses are outside Singapore as shown in the Register or in the Depository Register (as the case may be) (each, an “Overseas Shareholder”) may be affected by the laws of the relevant overseas jurisdictions in which they are located. Accordingly, Overseas Shareholders should inform themselves of, and observe, any applicable requirements in the relevant overseas jurisdictions.

For the avoidance of doubt, the Offer will be open to all Shareholders, including those to whom the Offer Document and the relevant Acceptance Forms may not be sent.

It is the responsibility of Overseas Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws of the relevant overseas jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Offeror, its related corporations, CIMB, CDP, the Registrar and any person acting on their behalf shall be fully indemniﬁ ed and held harmless by such Overseas Shareholders for any such taxes, imposts, duties or other requisite payments as the Offeror, its related corporations, CIMB, CDP, the Registrar and/or any person acting on their behalf may be required to pay. In accepting the Offer, each Overseas Shareholder represents and warrants to the Offeror and CIMB that he is in full observance of the laws of the relevant jurisdiction in that connection and that he is in full compliance with all necessary formalities or legal requirements.

Any Overseas Shareholder who is in doubt about his position should consult his professional adviser in the relevant jurisdiction.

14.3 Copies of the Offer Document. Where there are potential restrictions on sending this Offer Document and the relevant Acceptance Forms to any overseas jurisdictions, the Offeror and CIMB each reserves the right not to send these documents to Overseas Shareholders in such overseas jurisdictions. Subject to compliance with applicable laws, any affected Overseas Shareholder may, nonetheless, attend in person and obtain a copy of this Offer Document, the relevant Acceptance Forms and any related documents during normal business hours and up to the Closing Date, from the offi ce of the Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore 048623. Alternatively, an Overseas Shareholder may, subject to compliance with applicable laws, write to the Offeror c/o the Registrar at the above-stated address to request for the Offer Document, the relevant Acceptance Forms and any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to the fi ve (5) Market Days prior to the Closing Date.

14.4 Notice. The Offeror and CIMB each reserves the right to notify any matter, including the fact that the Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement to the SGX-ST or paid advertisement in a daily newspaper published or circulated in Singapore, in which case, such notice shall be deemed to have been sufﬁ ciently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement.”

This Circular and any related documents may not be sent to certain Overseas Shareholders due to the potential restrictions on sending such documents to overseas jurisdictions. Any affected Overseas Shareholder may, nonetheless, obtain copies of this Circular during normal business hours and up to the Closing Date, from the offi ce of the Registrar at 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore 048623. Alternatively, any Overseas Shareholder may write to the Registrar at the aforementioned address to request for this Circular and any related documents to be sent to an address in Singapore by ordinary post at his own risk (the last date for despatch in respect of such request shall be a date falling fi ve (5) Market Days prior to the Closing Date).

16 In requesting for this Circular and any related documents, each of the Overseas Shareholders represents and warrants to the Company that each of them is in full observance of the laws of the relevant jurisdiction in that connection, and that each of them is in full compliance with all necessary formalities or legal requirements.

10. INFORMATION PERTAINING TO CPFIS INVESTORS As stated in section 15 of the Offer Document, CPFIS Investors should receive further information on how to accept the Offer from their CPF Agent Banks shortly. CPFIS Investors are advised to consult their respective CPF Agent Banks should they require further information, and if they are in any doubt as to the action they should take, CPFIS Investors should seek independent professional advice.

CPFIS Investors who wish to accept the Offer are to reply to their respective CPF Agent Banks by the deadline stated in the letter from their respective CPF Agent Banks. CPFIS Investors who accept the Offer will receive the payment for their Offer Shares, in their CPF investment accounts.

11. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors (including those who have delegated detailed supervision of this Circular) have taken all reasonable care to ensure that the facts stated and the opinions expressed in this Circular (other than those relating to the Offeror, the Concert Parties, the Offer, the opinions and advice expressed by the IFA to the Independent Directors as set out in this Circular and the IFA Letter as appended as Appendix 1 to this Circular, and the valuation report and/or certiﬁ cates as appended as Appendix 4 to this Circular) are fair and accurate, and that there are no material facts not contained in this Circular, the omission of which would make any statement in this Circular misleading.

The recommendation of the Independent Directors to Shareholders set out in Section 7.5 of this Circular is the sole responsibility of the Independent Directors.

In respect of the IFA Letter, the sole responsibility of the Directors has been to ensure that the facts stated therein with respect to the Company are, to the best of their knowledge and belief, fair and accurate in all material respects.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror (including, without limitation, the Offer Document), the sole responsibility of the Directors has been to ensure that through reasonable enquiries such information has been accurately extracted from such sources or, as the case may be, reﬂ ected or reproduced in this Circular.

The Directors of the Company jointly and severally accept full responsibility accordingly.

Yours faithfully,

For and on behalf of Board of Directors of GUTHRIE GTS LIMITED

Mr Ben Yeo Chee Seong Group Managing Director

17 APPENDIX 1

LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS OF GUTHRIE GTS LIMITED

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

22 July 2013

To: The Independent Directors of Guthrie GTS Limited 1 Fifth Avenue #02-06/07 Guthrie House Singapore 268802

Dear Sirs

INDEPENDENT FINANCIAL ADVICE TO THE INDEPENDENT DIRECTORS IN RESPECT OF THE VOLUNTARY UNCONDITIONAL CASH OFFER BY CIMB BANK BERHAD, SINGAPORE BRANCH FOR AND ON BEHALF OF UNITED SM HOLDINGS PTE. LTD. (THE “OFFEROR”), TO ACQUIRE ALL THE ISSUED AND PAID-UP ORDINARY SHARES IN THE CAPITAL OF GUTHRIE GTS LIMITED (THE “COMPANY” OR “GUTHRIE”, AND TOGETHER WITH ITS SUBSIDIARIES, THE “GROUP”)

1. INTRODUCTION On 21 June 2013 (the “Offer Announcement Date”), CIMB Bank Berhad, Singapore Branch (“CIMB”) announced, for and on behalf of the Offeror, that the Offeror intends to make a voluntary unconditional cash offer (the “Offer”) for all the issued and paid-up ordinary shares in the capital of the Company (the “Shares”) at S$0.880 in cash (the “Offer Price”) for each Share. The Offer will not be subject to any conditions and will be unconditional in all respects.

The Offeror is a joint venture company held by Hearty Gains Limited (“HGL”) and Activewatch Limited (“AWL”). HGL is a company which is wholly-owned by Mr Anthoni Salim (“AS”) while AWL is a company which is wholly-owned by Mr Putra Masagung (“PM”), who is also the Non-Executive Chairman of the Company. As at the Offer Announcement Date, the Offeror does not hold any Shares. However, as at the Offer Announcement Date, each of AS and PM has a deemed interest in 745,361,275 Shares, representing approximately 69.15% of the total number of issued Shares, which are owned by GA 1821 Pte. Ltd. (“GA 1821”). PM also has a direct interest in 550,000 Shares, representing approximately 0.05% of the total number of issued Shares.

GA 1821, PM, Ben Yeo Chee Seong, the Group Managing Director who held 14,417,100 Shares, and Harry Ong Kim Seng, the Deputy Group Managing Director who held 1,132,000 Shares as at the Offer Announcement Date, have undertaken to, inter alia, accept the Offer, in respect of an aggregate of 761,460,375 Shares, representing approximately 70.64% of the total number of issued Shares, owned by them at the Offer Announcement Date. As at the LPD, Ben Yeo Chee Seong and Harry Ong Kim Seng have accepted the offer in respect of the Shares owned by each of them respectively.

The Offeror intends to privatise the Company and does not intend to preserve the listing status of the Company. Accordingly, the Offeror when entitled, intends to exercise the right of compulsory acquisition and does not intend to take steps for any trading suspension of the Shares to be lifted in the event that, inter alia, less than 10% of the total number of issued Shares (excluding any Shares held by the Company as treasury shares) are held in public hands.

18 PrimePartners Corporate Finance Pte. Ltd. (“PPCF”) has been appointed by the Company to advise the Independent Directors in respect of the Offer. This letter sets out, inter alia, our views and evaluation of the ﬁ nancial terms of the Offer and our opinion thereon, and will form part of the circular dated 22 July 2013 (the “Circular”) and issued by the Company providing, inter alia, details of the Offer and the recommendation of the Independent Directors.

Unless otherwise deﬁ ned or the context otherwise requires, all terms deﬁ ned in the Circular shall have the same meaning herein.

2. TERMS OF REFERENCE We have been appointed to advise the Independent Directors on the fi nancial terms of the Offer in compliance with the provisions of the Code. We have confi ned our evaluation to the fi nancial terms of the Offer and have not taken into account the commercial risks and/or commercial merits of the Offer.

Our terms of reference do not require us to evaluate or comment on the rationale for, or the strategic or long-term merits of the Offer or on the future prospects of the Company or the method and terms by which the Offer is made or any other alternative methods by which the Offer may be made, although we may draw upon the views of the Directors or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this letter.

We are not authorised and we have not solicited, any indications of interest from any third party with respect to the Offer. We are therefore not addressing the relative merits of the Offer as compared to any alternative transaction that may be available to the Company (or its Shareholders), or as compared to any alternative offer that might otherwise be available in the future.

In the course of our evaluation of the fi nancial terms of the Offer, we have relied on, and assumed without independent verifi cation, the accuracy and completeness of published information relating to the Company. We have also relied on information provided and representations made by the management of the Company (the “Management”), the Directors and the Company’s solicitors. We have not independently verifi ed such information or any representation or assurance made by them, whether written or verbal, and accordingly cannot and do not make any representation or warranty, expressed or implied, in respect of, and do not accept any responsibility for, the accuracy, completeness or adequacy of such information, representation or assurance. We have nevertheless made such enquiries and exercised our judgement as we deemed necessary and have found no reason to doubt the reliability of the information.

We have relied upon the assurances of the Directors that, upon making all reasonable inquiries and to the best of their respective knowledge, information and belief, all material information in connection with the Offer and the Company has been disclosed to us, that such information is true, complete and accurate in all material respects and that there is no other information or fact, the omission of which would cause any information disclosed to us or the facts of or in relation to the Company stated in the Circular to be inaccurate, incomplete or misleading in any material respect. The Directors jointly and severally accept responsibility accordingly.

For the purposes of assessing the ﬁ nancial terms of the Offer and reaching our conclusions thereon, we have not relied upon any ﬁ nancial projections or forecasts in respect of the Company. We will not be required to express, and we do not express, any view on the growth prospects and earnings potential of the Company in connection with our opinion in this letter.

We have not made any independent evaluation or appraisal of the assets and liabilities (including, without limitation, property, plant and equipment, investment properties) of the Company or the Group and have only relied on the independent valuation reports, by the Valuers in relation to the valuation of the Revalued Properties (as deﬁ ned herein) as at 30 June 2013 and the relevant Management’s estimates.

19 Our opinion as set out in this letter is based upon market, economic, industry, monetary and other conditions in effect on, and the information provided to us as at the LPD. Such conditions may change signiﬁ cantly over a relatively short period of time. We assume no responsibility to update, revise or reafﬁ rm our opinion in light of any subsequent development after the LPD that may affect our opinion contained herein. Shareholders should further take note of any announcements relevant to their consideration of the Offer which may be released by the Company and/or the Offeror after the LPD.

In rendering our opinion, we did not have regard to the specifi c investment objectives, fi nancial situation, tax status, risk profi les or unique needs and constraints of any individual Shareholder. As each Shareholder would have different investment objectives and profi les, we would advise the Independent Directors to recommend that any individual Shareholder who may require specifi c advice in relation to his investment objectives or portfolio should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. As such, our opinion should not be the sole basis for deciding whether or not to accept the Offer.

The Company has been separately advised by its own advisers in the preparation of the Circular (other than our letter set out in the Circular). Accordingly, we take no responsibility for and express no views, express or implied, on the contents of the Circular (other than our letter set out in the Circular).

Our opinion in respect of the Offer, as set out in section 9 of this letter, should be considered in the context of the entirety of this letter and the Circular.

3. THE OFFER Shareholders (except for Overseas Shareholders as explained in Section 9 of the Circular) should have by now received a copy of the Offer Document, as announced by CIMB to have been dispatched on 10 July 2013, setting out, inter alia, the terms and conditions of the Offer. The principal terms and conditions of the Offer are set out in section 2 of the Offer Document and Appendix 1 to the Offer Document. Shareholders are advised to read the terms and conditions of the Offer set out in the Offer Document carefully.

A copy of the Offer Document is available on SGXNET at www.sgx.com.

Based on the information set out in the Offer Document, CIMB has, for and on behalf of the Offeror, made the Offer to acquire all the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and FAT on the basis reproduced below:

3.1 Offer Price As stated in section 2.2 of the Offer Document, the consideration for each Offer Share is as follows:

FOR EACH OFFER SHARE: S$0.880 in cash (the “Offer Price”).

3.2 Offer Shares As stated in section 2.3 of the Offer Document, the Offer is extended, on the same terms and conditions, to all issued Shares, including Shares owned, controlled or agreed to be acquired by parties acting or presumed to be acting in concert with the Offeror in connection with the Offer (“Concert Parties”). For the purposes of the Offer, the expression “Offer Shares” shall include such Shares.

20 3.3 No Encumbrances As stated in section 2.4 of the Offer Document, the Offer Shares will be acquired (a) fully paid, (b) free from all claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre- emption and other third party rights and interests of any nature whatsoever (“Encumbrances”), and (c) together with all rights, beneﬁ ts, entitlements and advantages attached thereto as at the Offer Announcement Date, and thereafter attaching thereto, including the right to any dividends, rights and other distributions declared, paid or made by the Company in respect of the Shares (“Distributions”) (if any), the Record Date for which falls on or after the Offer Announcement Date.

3.4 Unconditional Offer As stated in section 2.5 of the Offer Document, as the Offeror and its Concert Parties hold more than 50% of the voting rights attributable to the issued Shares as at the Latest Practicable Date, the Offer will not be subject to any conditions and will be unconditional in all respects.

Independent Directors should note that the Latest Practicable Date referred to in the Offer Document is 3 July 2013.

3.5 Revision of Terms of the Offer As stated in section 2.6 of the Offer Document, the Offeror reserves the right to revise the terms of the Offer in accordance with the Code.

3.6 Duration of the Offer As stated in Appendix 1 to the Offer Document:

1.4 Final Day Rule. The Offer (whether revised or not) will not be capable of being kept open after 5.30 p.m. on the 60th day after the Despatch Date, provided that the Offeror may extend the Offer beyond such 60-day period with the SIC’s prior consent.

21 Shareholders should note that the Offer will close at 5.30 p.m. on 7 August 2013 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. Pursuant to Rule 22.6 of the Code, the Offer will remain open for a period of not less than 14 days after the date on which the Offer would otherwise have closed (being 5.30 p.m. on 7 August 2013).

3.7 Details of the Offer The Offer is made in accordance with the principal terms and conditions as set out in the Offer Document. Further details on, inter alia, (a) the settlement of the consideration for the Offer, (b) the requirements relating to the announcement(s) of the level of acceptances of the Offer, and (c) the right of withdrawal of acceptances of the Offer are set out in Appendix 1 to the Offer Document.

3.8 No Options Proposal As stated in section 3 of the Offer Document, based on the latest information available to the Offeror as at the Latest Practicable Date, there are no outstanding Options granted under any employee share scheme of the Company as at the Latest Practicable Date. In view of the foregoing, the Offeror will not make an offer to acquire any Options. For the avoidance of doubt, the Offer will be extended to all Shares unconditionally issued or to be issued pursuant to the valid exercise of the Options (if any) on or prior to the close of the Offer.

3.9 Procedures for Acceptance The procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document.

4. INFORMATION ON THE OFFEROR AND GA 1821 The information on the Offeror and GA 1821, as set out below in italics, has been extracted from section 6 of the Offer Document. Unless otherwise deﬁ ned, all terms and expressions used in the extract below shall have the same meanings as those deﬁ ned in the Offer Document.

“The Offeror. The Offeror is a company incorporated in Singapore on 12 June 2013 for the purpose of undertaking the Offer. Its principal activities are those of an investment holding company. The Offeror has not carried on any business since its incorporation, except in relation to matters in connection with the making of the Offer.

As at the Latest Practicable Date, the Directors of the Offeror are Mr Teng Tien Eng Moses and Mr Kok Chun Sing.

GA 1821. GA 1821 is a company incorporated in Singapore on 5 July 2006. Its principal activities are those of an investment holding company.

As at the Latest Practicable Date, GA 1821 has an issued and paid-up share capital of S$10,000,001, comprising 10,000,001 ordinary shares (the “GA 1821 Shares”), of which 5,000,001 GA 1821 Shares are held by AS and 5,000,000 GA 1821 Shares are held by PM, each through their respective wholly-owned intermediary companies. Onshore Finance Limited , which is indirectly wholly-owned by AS , is the majority shareholder of GA 1821 as it holds an additional GA 1821 Share.”

Further information on the Offeror may also be found in Appendix 3 to the Offer Document.

22 5. INFORMATION ON THE COMPANY The information on the Company, as set out below in italics, has been extracted from section 7 of the Offer Document. Unless otherwise deﬁ ned, all terms and expressions used in the extract below shall have the same meanings as those deﬁ ned in the Offer Document.

“Guthrie is a company incorporated in Singapore on 27 August 1968 and was listed on the Main Board of the SGX-ST in 1974.

The principal activities of the Company are that of investment holding. The key businesses of the Guthrie Group include the following:

(a) Property development. The property development division of the Guthrie Group has two (2) mainstream activities which are the ownership of commercial and residential assets as well as retail mall management.

(b) Engineering. The engineering division of the Guthrie Group is well established in its ﬁ eld with an extensive track record in the mechanical and electrical engineering domain and offers diversiﬁ ed products and services to the industrial, building and infrastructure sectors.

(c) Leisure. The leisure division of the Guthrie Group is involved in the investment in and operation of hotels and a golf resort in the region, namely, the Pullman Jakarta, Novotel Bali Benoa and Indah Puri Golf Resort Batam in Indonesia and the Mercure Vientiane in Laos.

Based on a search conducted at ACRA on the Latest Practicable Date, the Company has an issued and paid-up share capital of approximately S$244,404,587 comprising 1,077,937,731 issued Shares. Based on information provided by the Company, as at the Latest Practicable Date, the Company does not hold any Shares in treasury.

The directors of Guthrie are PM (Non-Executive Chairman), Mr Ben Yeo Chee Seong (Group Managing Director), Mr Harry Ong Kim Seng (Deputy Group Managing Director), Mr Michael Leong Choon Fai (Executive Director), Mr Philip Tan Yuen Fah (Independent Director), Mr Hartono Gunawan (Non-Executive Director), Mr Tan Hang Huat (Non-Executive Director), Mr Ernest Seow Teng Peng (Independent Director) and Mr Ronnie Wai Chee Leong (Independent Director).”

Further information on the Company may also be found in Appendix 4 to the Offer Document.

6. RATIONALE FOR THE OFFER The full text of the rationale for the Offer has been extracted from section 8 of the Offer Document and is set out in italics below. Unless otherwise deﬁ ned, all terms and expressions used in the extract below shall have the same meanings as those deﬁ ned in the Offer Document.

“Intention to Delist and Privatise Guthrie. The Offeror is making the Offer with a view to delisting and privatising the Company.

Low Trading Liquidity and Opportunity to Exit. The historical trading liquidity of the Shares has generally been low with an average daily trading volume of less than 650,000 Shares over the 12-month period prior to and including 19 June 2013, being the Last Trading Day, representing approximately 0.06% of the total number of issued Shares.

23 Greater Management Flexibility. The Offeror is of the view that the delisting and privatisation of the Company will provide the Offeror and the Company with greater control and management ﬂ exibility in utilising and deploying the available resources of the Guthrie Group and facilitating the implementation of any strategic initiatives and/or operational changes of the Guthrie Group to achieve greater efﬁ ciency and competitiveness.

Compliance Costs relating to Listing Status. The Offeror is of the view that in maintaining the Company’s listing status, the Company incurs additional compliance and associated costs. If the Company is delisted, the Company will be able to dispense with costs associated with complying with listing and other regulatory requirements and human resources that have to be committed for such compliance. In addition, the Company has not carried out any exercise to raise cash funding on the SGX-ST since 2006.”

7. ASSESSMENT OF THE FINANCIAL TERMS OF THE OFFER In assessing the fairness and reasonableness or otherwise of the ﬁ nancial terms of the Offer, we have considered the following factors which we consider to be pertinent and to have a signiﬁ cant bearing on our assessment of the Offer:

(i) Historical ﬁ nancial performance of the Group;

(ii) Trends and competitive conditions of the retail property sector in Singapore;

(iii) Net asset value (“NAV”) and historical trailing NAV per Share of the Group;

(iv) Revalued net asset value (“RNAV”) of the Group;

(v) Historical market price performance and trading activity of the Shares;

(vi) Share price performance relative to market indices;

(vii) Valuation ratios of selected listed companies broadly comparable to the Group;

(viii) Precedent acquisitions involving selected companies broadly comparable to the Group;

(ix) Precedent privatization transactions in Singapore; and

(x) Dividend track record of the Company and selected alternative investments.

We have also considered other relevant considerations which have a signiﬁ cant bearing on our assessment as set out in paragraph 8 of this letter.

The fi gures, underlying fi nancial and market data used in our analysis, including securities prices, trading volumes, free fl oat data and foreign exchange rates have been extracted from Bloomberg L.P., SGX-ST and other public fi lings as at the LPD. PPCF makes no representation or warranties, express or implied, as to the accuracy or completeness of such information.

24 7.1 Historical fi nancial performance of the Group A summary of the fi nancial results of the Group for the fi nancial year ended 31 December (“FY”) 2011, FY2012 and for the three-month period ended 31 March (“3M”) 2013, is set out in Exhibit 1 below. The following summary fi nancial information should be read in conjunction with the full text of the annual reports and results announcements of the Group in respect of the relevant fi nancial periods including the notes thereto.

Exhibit 1 – Summary fi nancial information of the Group FY2011 3M2013 FY2012 (Audited and (S$’million) (Unaudited) (Audited) Restated (1)) Income Statement Revenue 85.3 277.1 278.7 Gross profi t 31.7 119.1 106.1 Gross profi t margin 37.2% 43.0% 38.1% Net profi t for the period 38.7 138.3 253.7 Net profi t margin 45.4% 49.9% 91.0% Net profi t attributable to Shareholders (excludes non-controlling interests) 38.0 131.9 251.4 Net profi t margin 44.5% 47.6% 90.2% Financial Position Total Assets 2,329.1 2,175.9 1,876.3 Cash and cash equivalents 478.9 386.3 345.8 Percentage of total assets 20.6% 17.8% 18.4% Development property 310.5 293.6 205.1 Percentage of total assets 13.3% 13.5% 10.9% Non-current investment properties 1,278.5 1,249.7 1,059.5 Percentage of total assets 54.9% 57.4% 56.5% Net Debt 348.3 338.1 236.5 Shareholders’ Equity (excludes non-controlling interests) 1,091.3 1,050.0 975.8 Net Debt to Shareholders’ Equity 0.3x 0.3x 0.2x Cash Flow Statement Net cash from operating activities 20.1 9.4 133.6 Net cash (used in)/from investing activities (26.8) 8.5 (47.0) Net cash from fi nancing activities 98.7 26.5 47.7 Net increase in cash and cash equivalents 92.0 44.4 134.3

Sources: The Group’s annual report for the ﬁ nancial year ended 31 December 2012 and the announcement relating to the unaudited ﬁ nancial statements of the Group for the three-month period ended 31 March 2013

Note: (1) Effective from 1 January 2012, the Group adopted the amended FRS 12 Deferred Tax: Recovery of Underlying Assets in its accounting for deferred tax on fair value gains on investment properties. The change in accounting policy has been applied retrospectively and the Group has restated its comparative ﬁ nancials for FY2011 accordingly.

In FY2012, we note that total revenue for the full year decreased marginally by approximately 0.6% from S$278.7 million in FY2011 to $277.1 million in FY2012. The operating divisions of the Group reported differences in performances year-on-year. The Property Division reported higher revenue of approximately 23.8% from S$97.6 million in FY2011 to S$120.8 million in FY2012 mainly due to improved rentals and higher occupancy for the Group’s properties but the Engineering Division reported lower revenue of approximately 18.6% from S$134.0 million in FY2011 to S$109.1 million in FY2012 in competitive and challenging operating conditions.

Overall, the Group’s gross proﬁ t was higher by approximately 12.3% from S$106.1 million in FY2011 to S$119.1 million in FY2012. Gross proﬁ t margin increased from 38.1% in FY2011 to 43.0% in FY2012.

25 However, net proﬁ t attributable to Shareholders in FY2012 decreased approximately 47.5% to S$131.9 million in FY2012 from S$251.4 million in FY2011 due primarily to lower fair value gains on its investment properties and the absence in FY2012 of a one-off gain on disposal of ﬁ nancial assets, available-for-sale, of S$60.0 million and gain on disposal of an associate of S$8.3 million in FY2011. The Group recorded lower fair value gains on investment properties of S$96.1 million in FY2012 from S$158.7 million in FY2011.

We also note that segment results for the Property Division and the Leisure Division accounted for 95.6% of total segment results in FY2011 and FY2012.

Exhibit 2 – Summary segment information of the Group FY2011 FY2012 (Audited and (S$’million) (Audited) Restated) Segment revenue Property Division 120.8 97.6 Percentage of total revenue 43.6% 35.0% Engineering Division 109.1 134.0 Percentage of total revenue 39.4% 48.1% Leisure Division 47.2 47.1 Percentage of total revenue 17.0% 16.9% Segment results (1) Property Division 124.4 (3) 256.5 (4)(5) Percentage of total segment results (2) 72.5% 89.4% Engineering Division 7.5 12.7 Percentage of total segment results (2) 4.4% 4.4% Leisure Division 39.7 (3) 17.7 (4) Percentage of total segment results (2) 23.1% 6.2%

Source: The Group’s annual report for the ﬁ nancial year ended 31 December 2012

Notes: (1) Segment results include fair value gains on investment properties and share of proﬁ ts of associates.

(2) Total segment results for FY2012 exclude a loss of S$0.5 million in segment results and a share of profi ts of associates of S$0.4 million, classifi ed under “Other”. Total segment results for FY2011 exclude a share of profi ts of associates of S$0.4 million, classifi ed under “Other”.

(3) Segment results for FY2012 include fair value gains on investment properties, which amounted to S$65.0 million for the Property Division and S$31.1 million for the Leisure Division.

(4) Segment results for FY2011 include fair value gains on investment properties, which amounted to S$148.5 million for the Property Division and S$10.2 million for the Leisure Division.

(5) Property Division results for FY2011 include a one-off gain on disposal of ﬁ nancial assets, available-for-sale, of S$60.0 million and gain on disposal of an associate of S$8.3 million.

In 3M2013, total revenue recorded for the 3 months increased by approximately 24.2% year-on- year from S$68.7 million to S$85.3 million, mainly attributed to higher revenue recorded by the Property Division but partly offset by lower revenue recorded by the Engineering Division and Leisure Division. Overall, the Group’s gross proﬁ t was higher by approximately 21.9% from S$26.0 million in 3M2012 to S$31.7 million in 3M2013. However, net proﬁ t attributable to Shareholders decreased approximately 4.8% from S$39.9 million in 3M2012 to S$38.0 million in 3M2013 due primarily to lower fair value gains on investment properties.

26 Non-current investment properties With respect to the fi nancial position of the Group, we note that the assets of the Group comprise mainly of non-current investment properties which accounted for approximately 57.4% of the total assets of the Group as at 31 December 2012. Non-current investment properties are stated based on valuations carried out by independent fi rms of professional valuers, on the basis of their open market values at 31 December 2012. Presently, it is the intention of the Directors to hold the non- current investment properties for the long term. Non-current investment properties comprise offi ce and retail space in Singapore and Indonesia.

Development property Development property, which is a public housing development comprising 6 blocks of 16 storey ﬂ ats with 2 levels of integrated MSCP, e-deck, precinct pavilion & commercial facilities on Lot 03316L MK 19 at Yishun Avenue 11, accounted for approximately 13.5% of the total assets of the Group as at 31 December 2012. The contractual date to obtain temporary occupation for the development property is 24 May 2014 and 100% of the purchasers of units in the development property had executed the sale and purchase agreements as at 31 December 2012. Progress billings for development property, which are presented under “Trade and other payables”, amounted to S$180.7 million. As disclosed in the unaudited 3M2013 ﬁ nancial statements announcement, the development property is expected to obtain its Temporary Occupation Permit (“TOP”) in the second half of 2013. We note that as at the LPD, the Group does not have any other ongoing property development projects.

Cash and cash equivalents In addition, we note that cash and cash equivalents account for approximately 17.8% of the total assets of the Group as at 31 December 2012. Cash and cash equivalents of the Group increased to S$478.9 million and accounted for 20.6% of the total assets of the Group as at 31 March 2013 due mainly to the issuance of S$125.0 million of 3.7% unsecured ﬁ xed rate notes due 2018 in 3M2013. We understand from Management that cash and cash equivalents will decrease following the payment of dividends amounting to approximately S$35.0 million and payment of the outstanding consideration for the Group’s purchase of the entire issued share capital of AEW VIA Cayman 2, Ltd amounting to approximately S$139.3 million.

We further understand from Management that:

(i) a signiﬁ cant proportion of the cash and cash equivalents are held for working capital purposes and to be used for opportunities for property investment as and when such opportunities present itself to the Group; and

(ii) the Group has approximately 57.3% of total borrowings as reﬂ ected in its unaudited ﬁ nancial results for the 3 months ended 31 March 2013 due for repayment in 2014.

In this regard, we note that free cash and cash equivalents are not signiﬁ cant.

7.2 Trends and competitive conditions of the retail property sector in Singapore We note that the Group had in its unaudited 3M2013 fi nancial statements announcement included a commentary on the signifi cant trends and competitive conditions of the industry that the Group is active in and any known factors or events that may affect the Group in the next reporting period and the following 12 months. The aforementioned commentary, as set out in italics, has been extracted from the unaudited 3M2013 fi nancial statements announcement as follow and should be read in the context of the entire unaudited 3M2013 fi nancial statements announcement. Unless otherwise defi ned, all terms and expression used in the extract below shall have the same meanings as those defi ned in the unaudited 3M2013 fi nancial statements announcement.

“The Group’s Property Division remains conﬁ dent of maintaining the current level of occupancy and rental rates in its major retail properties. The Adora Green residential development project is expected to obtain its Temporary Occupation Permit (“TOP”) in the second half of 2013.

27 The operating conditions of the Group’s Engineering Division remain highly competitive and challenging for the year ahead.

The Group’s hotel in Jakarta, the Pullman Jakarta Indonesia, commenced upgrading of its public facilities in 2012 and refurbishment of its Tower Wing guest rooms in January 2013. The closure of the public facilities and guest rooms will continue to adversely affect the revenue and contribution of the hotel during the year.”

The above historical commentary by the Group was not made in connection with the Offer.

We note that retail premises in Singapore comprise approximately 65.4% of the approximate total lettable area of signiﬁ cant non-current investment properties as at the LPD. Of these, Jurong Point Shopping Centre and Heartland Mall – Kovan comprise approximately 51.8% of the approximate total lettable area of signiﬁ cant non-current investment properties. Therefore, we have set out below in Exhibit 3 a summary of the outlook of the retail property market in Singapore in which the Group primarily operates in based on publicly available information.

Exhibit 3 – Summary of estimated outlook GDP Growth Economic Survey of Singapore, First Quarter 2013 (MTI)

 The Singapore economy grew by 0.2% on a year-on-year basis during the ﬁ rst quarter of 2013, which is slower than the 1.5% growth in the preceding quarter.

 MTI noted that external macroeconomic conditions have stabilized since late 2012 and global economic growth expected to improve gradually in 2013. MTI expects Singapore’s economic growth to improve gradually over the course of the year, as externally-oriented sectors are expected to pick up in tandem with the gradual recovery in external demand while construction and key services sectors will provide support for growth. Overall, MTI expects Singapore’s economy to grow by 1.0% to 3.0%.

 MTI further noted that risks to the global growth outlook nonetheless remains, such as the continued ﬁ scal uncertainties in the US and potential ﬂ are-up of the soverign debt crisis in the Eurozone. Should any of these risks materialise, Singapore’s economic growth could come in lower than expected.

World Economic Outlook, April and July 2013 (International Monetary Fund)

 Real GDP growth of Singapore was projected to be 2.0% for 2013 and 5.1% for 2014.

 The International Monetary Fund released an update of key World Economic Outlook projections on 9 July 2013. While there were no speciﬁ c updates to projections for real GDP growth of Singapore, the International Monetary Fund forecasted that:

“Global growth is projected to remain subdued at slightly above 3 percent in 2013, the same as in 2012. This is less than forecast in the April 2013 World Economic Outlook (WEO), driven to a large extent by appreciably weaker domestic demand and slower growth in several key emerging market economies, as well as by a more protracted recession in the euro area. Downside risks to global growth prospects still dominate: while old risks remain, new risks have emerged, including the possibility of a longer growth slowdown in emerging market economies, especially given risks of lower potential growth, slowing credit, and possibly tighter ﬁ nancial conditions if the anticipated unwinding of monetary policy stimulus in the United States leads to sustained capital ﬂ ow reversals.”

28 Exhibit 3 – Summary of estimated outlook GDP Growth Prime retail space market in Singapore We have set out the following excerpts from selected articles in relation to the retail property market in Singapore.

Retail Challenges in Singapore, May 2013 (Colliers)

 “In the midst of all the exuberance in the retail sector, the sector’s growth and future direction currently lies in doubt due to several factors, most of which are cost-related. These are the critical labour shortage, rising occupation costs, congestion and parking shortages.”

 “While each of these challenges on their own would not seriously affect shopping patterns and retail sales, the combination of all of these places a major strain on the cash ﬂ ows of retail and F&B businesses. Once these pressures build to a critical mass, some of these retail brands and F&B chain could cease to expand, close down less proﬁ table stores and outlets, strategically consolidate operations and/or leave the industry altogether.”

 “The strategic closure of outlets, especially in the malls, could place pressures on occupancies and rents. Nonetheless, this is unlikely to happen immediately. Many of the well-located and popular malls still enjoy a waiting list of retail brands and eateries that are queuing up to take up space should vacancies occur. In all likelihood, the malls that will be affected will be those that are less desirably located, older and/or do not have convenient access to main public transport links.”

Singapore Retail Real Estate Report, 1Q 2013 (Colliers)

 “The growing cautious consumer sentiment and the increasingly critical labour situation in the retail sector has resulted in tenants’ resistance to rental increases, with prime rents in Orchard Road and the Regional Centres registering slightly lower levels in the ﬁ rst quarter of 2013.”

 “However, the key inﬂ ux of new retail offerings for 2013 will take place in the approximately 1.83 million sq ft of new lettable retail space expected to be completed within the year, particularly in the Jurong East suburb.”

 “The heightened competition among shopping malls for tenants and among retailers for the consumer dollar has placed pressure on older malls to renew and reinvent themselves, or fall victim to increased vacancies and falling rents.”

 “Hence, should macro-economic conditions remain stable throughout the year, retail rents should stay fairly resilient with the continuous momentum of new openings and setups, keeping any downward pressure on rents to within 5%. Rents for prime space in Regional Centres are expected to sustain better than those on Orchard Road given the immediate shopper catchment, due to demand from retailers seeking a presence in well-located suburban malls.”

Singapore Retail, July 2013 (Savills)

 As of July 2013, there are 3 major developments, orchardgateway / orchardgateway @ Emerald, Westgate and Bedok Mall, slated for completion in 2013. 2 out of 3 developments are located within the Outside Central Region and 1 in the Jurong East suburb. In addition, JEM, which offered around 584,000 sq ft of retail net lettable area, was recently opened in June 2013.

 There are further 10 retail developments through 2017, with 4 of them located within the Outside Central Region.

 “Over in the suburbs, a looming pipeline supply could shift the retail mix towards more F&B anchor tenants, which might yield lower returns overall. However, we do not expect a material adjustments in suburban rents at this juncture as the local economic fundamentals are still strong and we maintain that the pipeline supply is located in towns with large population bases.”

Sources: Publicly available publications

29 We observe from the various industry reports that:

(i) the retail space market is facing challenges due to the pressures faced by the retail sector, including cautious consumer sentiments and labour shortages; and

(ii) three new major retail developments are slated for completion in 2013, of which one is located in the Jurong East suburb. In addition, JEM, which offered around 584,000 sq ft of retail net lettable area, was recently opened in June 2013. The new retail developments will increase pressures on older malls to renew and reinvent themselves to stay attractive to tenants.

We further observe from the reports that barring extreme shocks to macro-economic conditions, retail rents are expected to remain resilient but growth will be kept in check.

7.3 NAV and historical trailing NAV per Share of the Group Based on the Group’s latest unaudited consolidated ﬁ nancial statements as at 31 March 2013, the Group’s trading property, development property, investments in associates and investment properties have an aggregate book value of approximately S$1,633.2 million and represents approximately 70.1% of the Group’s total assets of approximately S$2,329.1 million, details of which are as follows:

Exhibit 4 – Book value of the trading property, development property, investments in associates and investment properties Book value as at (S$’million) 31 March 2013 Trading property 29.2 Development property 310.5 Investments in associates 15.0 Investment properties 1,278.5 Total Book Value 1,633.2

Given the asset intensive nature of the Group’s core property business, we have adopted a NAV-based valuation approach to analyze the Offer Price. Property-related companies such as the Group are often valued using an NAV-based approach as their asset backings are perceived as providing support for the value of their equity, while the reported annual earnings of property- related companies may vary considerably over time and between companies due to factors such as the timing of project launches and completion, redevelopment of properties and periodic revaluation of properties.

Based on the annual report for FY2012 and unaudited 3M2013 ﬁ nancial statements of the Group, we note that the Offer Price represents:

(i) A discount of approximately 9.3% under the audited NAV per Share of the Group of S$0.97 as at 31 December 2012; and

(ii) A discount of approximately 12.9% under the unaudited NAV per Share of the Group of S$1.01 as at 31 March 2013.

The Directors have conﬁ rmed to us that save as disclosed in the Circular and in the ordinary course of business, and save for the completion of the purchase of the entire issued share capital of AEW VIA Cayman 2, Ltd, which holds an investment asset located at 2 Havelock Road, Singapore through its wholly-owned subsidiaries, there has been no material acquisitions and disposals of assets by the Group since 31 March 2013 up to the LPD. The Directors have also conﬁ rmed that presently the Group does not have any plans for any impending material disposal and/or conversion of the use of the Group’s assets and/or material change in the nature of the

30 Group’s business as at the LPD. We also note from the Offer Document that the Offeror has no present intention to (a) propose any major changes to the businesses, (b) redeploy the ﬁ xed assets, or (c) discontinue the employment of any of the existing employees of the Group, in each case, other than in the ordinary course of business.

We have also compared the historical market price of the Shares and the Offer Price against the trailing NAV per Share (based on the Group’s trailing announced NAV per Share for the applicable periods) for the 1-year period from 20 June 2012 up to and including 19 June 2013, being the Last Trading Day prior to the Offer Announcement Date.

Exhibit 5 – Historical trailing NAV per Share of the Group

(S$) Market price of the Shares NAV per share 1.30 1Q2012 2Q2012 3Q2012 4Q2012 1Q2013 1.20 NAV/Share: NAV/Share: NAV/Share: NAV/Share: NAV/Share: S$0.94 S$0.90 S$0.93 S$0.97 S$1.01 1.10

1.00

0.90 Offer Price: S$0.880

0.80

0.70

0.60

0.50

0.40 20-Jun-12 19-Sep-12 19-Dec-12 20-Mar-13 19-Jun-13 Source: Bloomberg L.P., the Group’s results announcements and PPCF analysis

The average, maximum and minimum daily premium or discount of the market price of the Shares over the corresponding NAV per Share for the various periods during the 1-year period up to and including the Last Trading Day is set out below:

Exhibit 6 – Premium/(Discount) of historical market price over trailing NAV per Share

Periods up to and including the Premium / (Discount) to trailing NAV per Share Last Trading Day Average Maximum Minimum 1-year ( 30. 6)% ( 40.4)% (16.0)% 6-month ( 26.7)% ( 33.5)% (16.0)% 3-month ( 26.4)% (31.2)% (19.6)% 1-month (28.5)% (31.2)% (25.7)%

Source: Bloomberg L.P., the Group’s results announcements and PPCF analysis

From the above, we note that the Shares had consistently traded at a discount to the trailing NAV per Share over the 1-year period up to and including the Last Trading Day, between a minimum discount of 16.0% to a maximum discount of 40.4%. Similarly, the Offer Price represents a discount of approximately 12.9% to the latest announced NAV per Share as at 31 March 2013.

31 7.4 RNAV of the Group In connection with the Offer, the Company has commissioned the Valuers to conduct independent valuations to determine the market value of certain investment properties and short term leasehold properties, save for a hotel in Laos, known as Mercure Vientiane (the “Revalued Properties”).

Exhibit 7 below sets out a summary of the valuation ﬁ gures for the Revalued Properties and the net revaluation surplus for each respective Revalued Properties:

Exhibit 7 – Independent valuations of the Revalued Properties

Share of Group’s revaluation interest Valuation (1) surplus (2) Revalued Properties (%) (S$’million) (S$’million)

Investment properties

A 4-storey ofﬁ ce building with retail outlets on the ground 100 103.4 8.4 level and a basement car-park, known as Guthrie House, located at 1 Fifth Avenue, Singapore.

Adjoining 25th storey ofﬁ ce units within a 25-storey retail- 100 18.5 1.0 cum-ofﬁ ce complex, known as Chinatown Point, located at 133 New Bridge Road, Singapore.

Part 5/part 12-storey commercial-cum-residential building 100 22.3 1.7 with a basement car-park known as Craig Place, located at 20 Craig Road, Singapore comprising the following: - 3 units of retail outlets; and - 206-lot multi-storey car-park station.

Retail premises on the 1st and 2nd storeys of a 4-storey 100 25.0 1.0 HDB commercial building located at Block 712 Ang Mo Kio Avenue 6, Singapore.

Retail premises on the basement and 1st storey of a part 100 21.0 1.0 2/part 3-storey HDB commercial building located at Block 166 Bukit Merah Central, Singapore. Retail premises on the 1st and 2nd storeys of a 3-storey 100 30.5 1.0 HDB commercial building located at Block 451 Clementi Avenue 3, Singapore. Retail premises on the 1st, 2nd and 3rd storeys of a 100 165.0 8.0 4-storey HDB commercial building, known as Heartland Mall-Kovan located at Block 205 Hougang Street 21, Singapore. Retail premises on the 1st and 2nd storeys of a 4-storey 100 32.5 2.5 HDB commercial building located at Block 209 New Upper Changi Road, Singapore. Retail premises on the 1st and 2nd storeys of a 2-storey 100 26.0 1.5 HDB commercial building located at Block 192 Toa Payoh Lorong 4, Singapore. Retail premises on the 1st storey of a 3-storey HDB 100 11.0 1.0 commercial building located at Block 306 Ubi Avenue 1, Singapore. A 7-storey commercial building comprising an ofﬁ ce tower 100 283.0 0.1 atop a retail podium on the basement, ﬁ rst and second levels with one and half basement levels for carpark, located at 2 Havelock Road, Singapore. A 6-storey commercial complex with 3 levels of basement 50 429.3 13.3 car-parks, known as Jurong Point, located at 1 Jurong West Central 2, Singapore.

32 Exhibit 7 – Independent valuations of the Revalued Properties

Share of Group’s revaluation interest Valuation (1) surplus (2) Revalued Propert ies (%) (S$’million) (S$’million)

Investment properties

A 4-storey commercial complex with 3 levels of basement 50 355.0 10.0 car-parks, known as Jurong Point, located at 63 Jurong West Central 3, Singapore.

A 30-storey ofﬁ ce building with a multi-storey car-park, 78.64 79.2 ( 3) 7.2 ( 3) known as Wisma Nusantara, located at Jalan M.H. Thamrin, Jakarta, Indonesia.

Short term leasehold properties A 427-room hotel consisting of an 11-storey main wing 78.64 85.4 ( 3) 44.4 ( 3) and a 14-storey tower wing located at Jalan M.H. Thamrin, Jakarta, Indonesia, known as Pullman Jakarta Indonesia. A 169-room, 2-storey hotel with tropical terraces and 78.64 26.4 ( 3) 14.4 ( 3) superior rooms, 10 beach cabanas and 8 villas located at Tanjong Benoa, Bali, Indonesia, known as Novotel Bali Benoa. A leasehold property located in Batam, Indonesia, with 75.5 15.0 6.4 an 18-hole golf course and other related facilities and 7 apartment units, known as Indah Puri Golf Resort. A hotel in Laos, known as Mercure Vientiane. 100 3.4 ( 4) 2.6 ( 4) Revaluation surplus for investment properties: 57.7 Revaluation surplus for short term leasehold properties: (5) 67.8 Total revaluation surplus: 125.5

Sources: Valuation report and/or certiﬁ cates attached as Appendix 4 in the Circular and Management’s estimates

Notes: (1) The valuation reﬂ ects the Group’s interest in the Revalued Properties.

(2) The revaluation surplus for each of the Revalued Properties in Indonesia is arrived at based on the difference between the book value of each of the Revalued Properties as at 31 March 2013 and its valuation by the Valuer as at 30 June 2013 and net of tax liabilities of 25% on the revaluation surplus. The revaluation surplus for each of the Revalued Properties in Singapore is arrived at based on the difference between the book value of each of the Revalued Properties as at 31 March 2013 and its valuation by the Valuer as at 30 June 2013. The revaluation surplus for the Revalued Property in Laos is arrived at based on the difference between the book value of the Revalued Property as at 31 March 2013 and Management’s estimate.

(3) Based on the conversion rate of IDR8,000 : S$1.00, which is the Company’s closing rate as at 30 June 2013.

( 4) Based on Management’s estimate.

(5) The Group does not have a policy of periodic revaluation of all its property, plant and equipment, which includes the short term leasehold properties. In this regard, the revaluation surplus for the short term leasehold properties of S$67.8 million will not be reﬂ ected in the Group’s unaudited ﬁ nancial statements for the six months ended 30 June 2013.

We note that the majority of the assets of the Group comprise mainly of investment properties, which account for approximately 54.9% of the total assets of the Group as at 31 March 2013, and property, plant and equipment, which account for approximately 2.8% of the total assets of the Group as at 31 March 2013. We understand from Management that the Group revalues its signiﬁ cant investment properties on a quarterly basis based on independent professional valuations but does not have a policy of periodic revaluation of all its property, plant and equipment, which includes the short term leasehold properties.

33 Save for the Revalued Properties, the other assets of the Group, comprising mainly (i) cash and cash equivalents (20.6% of the total assets as at 31 March 2013), (ii) development property (13.3%), (iii) ﬁ nancial assets, available-for-sale (1.8%), (iv) trade and other receivables (1.6%), (v) trading property (1.3%), and (vi) other receivables, prepayments and deposits (1.0%) have not been revalued for the purpose of determining the RNAV of the Group. We note in particular that for the development property, 100% of the purchasers of units in the development property have executed the sale and purchase agreements as at 31 December 2012.

The Directors and the Management have confi rmed to us that save as disclosed in this letter, to the best of their knowledge and belief, there are no material differences between the realizable value of these other assets and their respective book values as at 31 March 2013, which would result in a material impact on the RNAV of the Group. The Directors and the Management have also confi rmed to us that to the best of their knowledge and belief, other than that already disclosed in the Group’s audited fi nancial statements for the fi nancial year ended 31 December 2012 and unaudited fi nancial statements for the 3 months ended 31 March 2013, there are no other contingent liabilities which would have a material impact on the NAV and RNAV of the Group as at the LPD.

Based on the above, we set out below in Exhibit 8 the adjustments which are made to determine the RNAV of the Group:

Exhibit 8 – RNAV adjustments for revaluation surplus (S$’million, unless otherwise indicated) The Group’s unaudited NAV attributable to Shareholders as at 31 March 2013 1,091.3 Add: Revaluation surplus arising from the Revalued Properties 125.5 (1) RNAV of the Group 1,216.8 Outstanding number of Shares as at the LPD 1,077,937,731 RNAV per Share (S$) 1.13 Discount to RNAV as implied by the Offer Price 22.1%

Sources: Management’s estimates, Group’s announced ﬁ nancial results, and valuation report and/or certiﬁ cates attached as Appendix 4 in the Circular

Note: (1) The Group does not have a policy of periodic valuation for all its property, plant and equipment, which includes the short term leasehold properties. In this regard, the revaluation surplus for the short term leasehold properties of S$67.8 million as set out in Exhibit 7 will not be reﬂ ected in the Group’s unaudited ﬁ nancial statements for the six months ended 30 June 2013.

Based on the above, we note that the Offer Price is at a discount of approximately 22.1% to the RNAV per Share of S$1.13.

Shareholders should note that the above analysis on RNAV provides an estimate of the value of the Group assuming the hypothetical sale of the assets (including the Revalued Properties) of the Group as at the LPD. However, such a hypothetical scenario is assumed to be made without considering factors such as, inter alia, time value of money, market conditions, professional fees, liquidation costs, contractual obligations, any other regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized.

We note that the Group’s 50% interest in Jurong Point Shopping Centre contributes a signiﬁ cant value of the Group’s total investment properties. However, given that the Group only owns 50% interest in Jurong Point Shopping Centre, such revalued value by the Valuer may not be easily realizable.

We wish to reiterate that the RNAV per Share shown above are based on the estimated revaluation surpluses of the Revalued Properties and does not take into account factors such as, inter alia, time value of money, market conditions, legal fees, liquidation costs, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realized. Shareholders should note that the Group has not realized the gains on such Revalued Properties as at the LPD. There is no assurance that the actual gains (if any) eventually recorded by the Group on such Revalued Properties will be the same as that derived from the assessments by the Valuer and the relevant Management’s estimates.

34 7.5 Historical market price performance and trading activity of the Shares We have compared the Offer Price to the historical share price performance of the Shares over different observation periods prior to the Offer Announcement Date, and from the Offer Announcement Date up to the LPD.

We set out below in Exhibit 9 the daily closing price and daily trading volume of the Shares from 20 June 2011, being the 2-year period up to and including the Last Trading Day on 19 June 2013.

Exhibit 9 – Daily closing price and daily trading volume of the Shares

Volume (million) Cash Consideration (S$) Closing Price (S$) Closing Price (S$) Volume (million) 1.0 50

Offer Price: S$0.880 0.9 45

A1 0.8 A2 A3 A4 A5 A6 40

0.7 35

0.6 30

0.5 25

0.4 20 A7 A8 A9 A10 A11 A12

0.3 15

0.2 10

0.1 5

0.0 0 20-Jun-11 20-Sep-11 20-Dec-11 20-Mar-12 20-Jun-12 20-Sep-12 20-Dec-12 20-Mar-13 19-Jun-13 Source: Bloomberg L.P.

Selected Announcements:

A1. 30 Jun 2011. The Company’s 50% owned joint venture, Prestige Realty Pte. Ltd., acquired the remaining 50% of Prime Point Realty Development Pte. Ltd. (“Prime Point”) for a consideration of S$228.9 million. Prime Point owns a retail development valued at S$675 million.

A2. 12 Aug 2011. The Group announced FY2011 fi rst half net profi ts of S$118.4 million. This represented an increase of 167.2% on the fi rst half of FY2010.

A3. 11 Nov 2011. The Group announced FY2011 third quarter net proﬁ ts of S$30.8 million. This represented an increase of 16.4% on the third quarter of FY2010.

A4. 29 Feb 2012. The Company issued an FY2011 notice of books closure date for dividends of S$0.055 per Share, comprising a fi rst and fi nal dividend of S$0.0125 per Share and a special dividend of S$0.0425 per Share. The year’s dividend represented an increase of S$0.03 (120%) on S$0.025 per Share from the previous fi nancial year.

The dividend was to be paid on 21 May 2012 and was subject to shareholders’ approval at the Annual General Meeting to be held on 27 April 2012.

FY2011 net proﬁ ts were S$237.4 million, up 99.9% on FY2010.

A5. 2 Apr 2012. The Company acquired the remaining 50% of Heartland Retail Holdings Pte Ltd (“Heartland”) for a consideration of S$99.5 million. Heartland owns a portfolio of properties valued at S$280 million.

A6. 8 May 2012. The Group’s 50% owned joint venture, Guthrie-SV Pte. Ltd., acquired 66 ofﬁ ce units in Burlington Square for a consideration of S$89.3 million.

A7. 11 May 2012. The Group announced FY2012 fi rst quarter net profi ts of S$42.6 million. This represented a decrease of 31.5% on the fi rst quarter of FY2011.

A8. 14 Aug 2012. The Group announced FY2012 fi rst half net profi ts of S$63.6 million. This represented a decrease of 51.5% on the fi rst half of FY2011.

A9. 12 Nov 2012. The Group announced FY2012 third quarter net proﬁ ts of S$39.4 million. This represented an increase of 26.1% on the third quarter of FY2011.

35 A10. 23 Jan 2013. The Company issued S$125 million in ﬁ xed rate notes under its S$500 million Multicurrency Medium Term Note Programme. Proceeds were intended to be used for making investments and/or acquisitions, funding property development or asset enhancement projects, reﬁ nancing existing borrowings, working capital requirements and for general corporate purposes.

A11. 1 Mar 2013. The Company issued an FY2012 notice of books closure date for dividends of S$0.0325 per Share, comprising a fi rst and fi nal dividend of S$0.0125 per Share and a special dividend of S$0.02 per Share. The year’s dividend represented a decrease of S$0.0225 (41%) on S$0.055 per Share from the previous fi nancial year. The dividend was to be paid on 21 May 2013 and was subject to shareholders’ approval at the Annual General Meeting to be held on 26 April 2013.

FY2012 net proﬁ ts were S$138.3 million, down 45.5% on FY2011.

On the same date, the Company announced that its wholly-owned subsidiary GOI Strategic Investments (HK) Limited (“GOISI”) acquired 100% of AEW VIA Cayman 2, Ltd (“AEW Cayman”) for approximately S$167.6 million. AEW Cayman , through its wholly-owned subsidiaries, holds an investment asset valued at S$282.9 million.

A12. 13 May 2013. The Group announced FY2013 fi rst quarter net profi ts of S$38.7 million. This represented a decrease of 9.2% on the fi rst quarter of FY2012.

Based on Exhibit 9 above, we note that over the last 2 years prior and up to and including the Last Trading Day, the closing prices of the Shares had been consistently below the Offer Price of S$0.880 per Share.

We set out below the daily closing prices and daily trading volumes of the Shares for the period after the Offer Announcement Date up to and including the LPD.

Exhibit 10 – Daily closing price and daily trading volume of the Shares from the Offer Announcement Date up to the LPD

Volume (million) Closing Price (S$) Offer Price Closing Price (S$) Volume (million) 1.0 40

35 S$0.890

0.9 Offer Price: S$0.880 30

S$0.875 S$0.875 0.8 20

0.7 10

0.6 0

Source: Bloomberg L.P.

Based on Exhibit 10 above, we note that the last transacted price of the Shares on 19 June 2013 (being the Last Trading Day prior to the Offer Announcement Date) was S$0.725. On 24 June 2013 (being the day of the lifting of the trading halt), the price of the Shares rose to close at S$0.875. For the period after the Offer Announcement Date up to and including the LPD, the closing prices of the Shares range from S$0.875 to S$0.890.

We have also set out overleaf in Exhibit 11 the premium or discount implied by the Offer Price over the historical volume weighted average price (“VWAP”) and historical trading volume of the Shares from 20 June 2011 (being the 2-year period up to and including the Last Trading Day) to the LPD.

36 Exhibit 1 1 – Premium/(Discount) implied by the Offer Price to VWAP (1) Average Premium / Average daily trading (discount) of Highest Lowest daily volume as a Offer Price closing closing trading percentage of Price over price price price volume (2) free ﬂ oat (2) (3) (S$) (%) (S$) (S$) (%) Periods up to and including the Last Trading Day prior to the Offer Announcement Date

2-year VWAP 0.625 40.8 0.815 0.415 778,419 0.24

1-year VWAP 0.699 25.9 0.815 0.560 652,614 0.20

6-month VWAP 0.732 20.2 0.815 0.635 979,870 0.30

3-month VWAP 0.735 19.7 0.780 0.695 571,810 0.18

1-month VWAP 0.722 21.9 0.750 0.695 928,636 0.29

Last transacted price on the 0.725 21.4 0.725 (4) 0.710 (4) 844,000 0.26 Last Trading Day

Periods after the Offer Announcement Date

VWAP between Offer 0.879 0.1 0.890 0.725 3,423,667 1.06 Announcement Date and the LPD

Last transacted price on 0.885 (0.6) 0.885 (5) 0.885 (5) 1,611,000 0.50 the LPD

Source: Bloomberg L.P.

Notes: (1) VWAP is calculated as the total traded value divided by the total traded volume for the relevant period.

(2) The average daily volume of the Shares is calculated based on the total volume of Shares traded during the period divided by the number of Market Days over the same period.

(3) Free ﬂ oat refers to approximately 323.5 million Shares or approximately 30.0% of the issued share capital of the Company held by the public (as deﬁ ned in the SGX-ST Listing Manual) as at the LPD as obtained from Bloomberg L.P.

(4) On 19 June 2013 (being the Last Trading Day), the highest intraday traded price was S$0.725 and lowest intraday traded price was S$0.710.

(5) On 17 July 2013 (being the LPD), the highest and lowest intraday traded prices were S$0.885.

Based on the above, we note the following:

(i) The Offer Price of S$0.880 per Share is above the range of the daily closing price of the Shares over the 2-year period up to and including the Last Trading Day, which is between a low of S$0.415 per Share and a high of S$0.815 per Share;

(ii) The Offer Price of S$0.880 per Share is above the range of the intraday traded price of the Shares on the Last Trading Day, which is between a low of S$0.710 per Share and a high of S$0.725 per Share ;

(iii) The Offer Price represents a premium of approximately 40.8%, 25.9%, 20.2%, 19.7% and 21.9% over the 2-year, 1-year, 6-month, 3-month and 1-month VWAP periods up to and including the Last Trading Day of the Shares respectively;

(iv) The Offer Price represents a premium of approximately 21.4% over the last transacted price of S$0.725 on the Last Trading Day prior to the Offer Announcement Date;

37 (v) Between the Offer Announcement Date and the LPD, the Offer Price represents a premium of about 0.1% over the VWAP of the Shares of approximately S$0.879. The Offer Price also represents a discount of about 0.6% from the last transacted price of S$0.885 on the LPD;

(vi) During the 2-year period up to and including the Last Trading Day, the Shares have traded thinly at an average daily trading volume of 778,419 Shares representing approximately 0.24% of the Company’s free ﬂ oat. While there appears to be a ready market for the Shares as indicated by the regular frequency of transactions, the absolute trading volume of the Shares is nevertheless very thin which renders the Shares illiquid for investors who wish to transact larger quantum of Shares. We further note that the Company is not covered by analysts; and

(vii) Between the Offer Announcement Date and the LPD, trading liquidity of the Shares rose significantly to an average daily trading volume of approximately 3,423,667 Shares, representing approximately 1.06% of the Company’s free ﬂ oat, as compared to the average daily trading volume of approximately 778,419 Shares over the 2-year period up to and including the Last Trading Day.

Shareholders are advised that the past trading performance of the Shares should not, in any way, be relied upon as an indication or a promise of its future trading performance.

7.6 Share price performance relative to market indices To gauge the market price performance of the Shares relative to the general share price performance of the Singapore equity market and of real estate companies listed on the SGX- ST, we have compared the market price movement of the Shares against the following indices:

(i) The FTSE Straits Times Index (the “FSSTI”), which is a market capitalisation weighted index based on stocks of 30 representative companies listed on the Mainboard of the SGX-ST; and

(ii) The FTSE Strait Times Real Estate Holding & Development Index (the “FSTREH”), which is a market capitalisation weighted index that measures the performance of real estate holding and development companies listed on the Mainboard of the SGX-ST.

The market price performance of the Shares relative to the rebased FSSTI and the rebased FSTREH for the period from 18 July 2012 (being the 1-year period up to and including the Last Trading Day), up to and including the LPD, is illustrated below in Exhibit 12:

Exhibit 1 2 – Share price performance against the market indices (rebased)

Source: Bloomberg L.P.

38 We have also set out the movements in the last transacted prices of the Shares, the rebased FSSTI and the rebased FSTREH between the Last Trading Day and the LPD in the table below:

As at the Last Trading Day prior to Offer Percentage Announcement Date As at the LPD Change (%) Guthrie Shares (S$) 0.725 0.885 22.1% Rebased FSSTI 0.607 0.607 0.0% Rebased FSTREH 0.639 0.651 1.9%

Source: Bloomberg L.P.

Based on the above, we note the following:

i) During the 1-year period up to and including the Last Trading Day, the Shares had generally moved in line with the rebased FSSTI and the rebased FSTREH except for the most recent quarter; and

ii) Between the Last Trading Day and the LPD, the Shares signiﬁ cantly outperformed the rebased FSSTI and the rebased FSTREH, having increased by approximately 22.1% as compared to 0.0% in the rebased FSSTI and 1.9% in the rebased FSTREH over the same period.

Based on the above observations, it appears likely that the market price and the trading volume of the Shares have been supported by the Offer subsequent to the Offer Announcement Date. As such, there is no assurance that the market price and trading volume of the Shares will be maintained at the prevailing level as at the LPD after the close of the Offer.

7.7 Valuation ratios of selected listed companies broadly comparable to the Group We note that the segment results for the Property Division and the Leisure Division of the Group accounted for 95.6% of total segment results, as set out in paragraph 7.1, in FY2011 and FY2012. For the purpose of evaluating the ﬁ nancial terms of the Offer, we have made reference to the valuation ratios of property-related companies listed on the SGX-ST which we consider to be broadly comparable to the Group in terms of having a primary focus on developing residential and commercial properties which are largely located within the Outside Central Region (as deﬁ ned by the Urban Redevelopment Authority, Singapore) (“Comparable Companies”), to get an indication of the current market expectations with regard to the perceived valuation of the Group.

In evaluating these companies, we have applied and used the following valuation ratios:

Valuation ratios General descriptions

EV/EBITDA “EV” or “enterprise value” is the sum of the company’s market capitalization, preferred equity, minority interests, short and long term debt less its cash and cash equivalents. “EBITDA” stands for the historical earnings before interest, tax, depreciation and amortization expense, inclusive of the share of associates’ and joint ventures’ income and excluding exceptional items. The EV/EBITDA ratio illustrates the market value of a company’s business relative to its historical pre-tax operating cash ﬂ ow performance, without regard to the company’s capital structure.

P/E “P/E” or “price-to-earnings” multiple illustrates the market price of a company’s shares relative to its earnings per share. The P/E multiple is affected by, inter alia, the capital structure of a company, its tax position as well as its accounting policies relating to depreciation and intangible assets.

P/NAV “P/NAV” or “price-to-net asset value” illustrates the ratio of the market price of a company’s shares relative to its historical book NAV per share as recorded in its latest reported ﬁ nancial statements.

P/RNAV “P/RNAV” or “price-to-revalued net asset value” illustrates the ratio of the market price of a company’s shares relative to the revalued NAV per share adjusted to current market values of a company’s key assets.

39 Valuation ratios General descriptions

Debt to Assets “Debt-to-assets” illustrates the ratio of a company’s total short-term and long-term debt relative to its asset book value as recorded in its ﬁ nancial statements.

Brief descriptions of the Comparable Companies are set out below:

Exhibit 1 3 – Summary of Comparable Companies

Market capitalisation Name (S$’million) (1) Business description

UOL Group Ltd (“UOL”) 5,278 UOL Group Limited invests in properties, subsidiaries, associated companies and securities. Its subsidiaries manage hotels and service apartments, invest in properties as well as distribute furniture and related accessories.

GuocoLand Ltd 2,426 GuocoLand Limited develops and invests in properties, provides (“GuocoLand”) investment trading, underwriting managers, and fund management and advisory services as well as offers internet commerce services.

Bukit Sembawang 1,639 Bukit Sembawang Estates Limited, through its subsidiaries, Estates Ltd operates in property development, property mortgage ﬁ nancing, (“Bukit Sembawang”) and the holding of properties and investments.

Sim Lian Group Ltd 900 Sim Lian Group Ltd operates in property development, construction, (“Sim Lian”) property investments which include commercial, residential and mixed-use projects. Sim Lian Group also manages businesses related to electrical engineering, metal works, industrial lubricant trading and mobile sanitation facility leasing.

Far East Orchard Ltd 815 Far East Orchard Ltd has a diversiﬁ ed portfolio focusing on property (“Far East”) development, hospitality real estate development and management and healthcare real estate.

United Engineers Ltd 731 United Engineers Limited is a holding company and property (“United Engineers”) developer and operates engineering design services.

Low Keng Huat 506 Low Keng Huat Singapore Ltd is a general building contractor and Singapore Ltd an investment holding company. It manages projects and hotels, (“Low Keng Huat”) trades construction materials, invests in properties, and provides management services.

Lee Kim Tah 468 Lee Kim Tah Holdings Limited develops, manages, invests in Holdings Ltd properties, owns and operates shopping complex, as well as (“Lee Kim Tah”) provides building and civil engineering construction, and consultant engineering services.

Chip Eng Seng Corp 467 Chip Eng Seng Corp Ltd constructs, owns, develops, and invests in Ltd (“Chip Eng Seng”) properties.

TA Corporation Ltd 186 TA Corporation Ltd develops and sells residential and other types (“TA Corp”) of properties and involved in the construction business. TA Corp provides services such as steel fabrication and metal works,design, installation and maintenance of air conditioning and mechanical ventilation systems.

Koh Brothers Group 139 Koh Brothers Group Ltd is an investment holding company whose Ltd (“Koh Brothers”) subsidiaries are active in construction and real estate development. Koh Brothers also manufactures concrete products and building materials, manages hotels, and sells and rents construction equipment.

Source: Bloomberg L.P.

Note: (1) Market capitalisation of the Comparable Companies is based on their respective last transacted prices as at the LPD.

40 We wish to highlight that the Comparable Companies are not exhaustive and we recognise that there is no company listed on the SGX-ST which we may consider to be identical to the Group in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profi le, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria and that such businesses may have fundamentally different annual profi tability objectives. The Independent Directors should note that any comparison made with respect to the Comparable Companies merely serve to provide an illustrative perceived market valuation of the Group as at the LPD.

We set out in Exhibit 14 below the valuation statistics for the Comparable Companies based on their last transacted share prices as at the LPD.

Exhibit 1 4 – Valuation ratios of the Comparable Companies

EV / Enterprise EBITDA P / E Debt to Comparable Market Cap. value (times) (times) P/NAV (2) P/RNAV (3) asset Companies (S$’million) (S$’million) LTM (1) LTM (1) (times) (times) (times)

UOL 5,278 7,168 17.836.64 0.84 0.77 0.23

Guoco Land 2,426 7,223 56.75 34.04 0.96 0.69 0.62

Bukit Sembawang 1,639 1,497 10.78 14.29 1.41 0.60 0.00

Sim Lian 900 966 4.68 4.84 1.11 1.11(4) 0.34

Far East 815 401 18.02 5.58 0.72 0.72(4) 0.04

United Engineers 731 2,219 19.18 10.46 0.59 0.44 0.45

Low Keng Huat 506 788 21.26 4.52 1.02 N.A.(1) 0.36

Lee Kim Tah 468 831 19.28 10.83 0.93 0.93(4) 0.44

Chip Eng Seng 467 691 8.87 5.73 0.99 0.99(4) 0.40

TA Corp 186 263 4.50 4.69 0.86 0.86(4) 0.30

Koh Brothers 139 435 16.95 7.08 0.69 0.69(4) 0.49

Maximum 56.75 34.04 1.41 1.11 0.62

Mean 18.01 9.88 0.92 0.78 0.33

Median 17.83 6.64 0.93 0.74 0.36

Minimum 4.50 4.52 0.59 0.44 0.00

Guthrie (based 954 1,331 14.02 7.30 0.87 0.78 0.33 on Offer Price)

Sources: Bloomberg L.P. and the Group’s ﬁ nancial statements

Notes: (1) LTM means latest twelve months and N.A. means not available.

(2) Based on the book NAV per share obtained from Bloomberg L.P. based on the most recent announced ﬁ nancial statements of the respective companies. In respect of the Group, the P/NAV ratio is based on the Group’s unaudited NAV per Share of S$1.01 as at 31 March 2013.

(3) Based on the latest average RNAV estimates of publicly available analyst / broker reports for the respective companies. The P/RNAV multiple of the Group implied by the Offer Price is based on the RNAV per Share of the Group of approximately S$1.13 as set out in paragraph 7.4 above.

41 (4) Based on the book NAV per share obtained from Bloomberg L.P. No analyst / broker reports are publicly available for the respective companies. Investment properties held by the respective companies are measured at fair value at the end of each fi nancial year or each fi nancial period. The end of the last fi nancial year for the respective companies is 31 December 2012 or later.

For illustration purposes only, we note that based on the Offer Price:

(i) The P/NAV ratio of the Group of 0.87 times is within the range of the P/NAV ratios of the Comparable Companies, and lower than both the mean and median P/NAV ratios of 0.92 times and 0.93 times respectively in respect of the Comparable Companies;

(ii) The P/RNAV ratio of the Group of 0.78 times is within the range of the P/RNAV ratios of the Comparable Companies, same as the mean P/RNAV ratio of 0.78 times and higher than the median P/RNAV ratio of 0.74 times in respect of the Comparable Companies;

(iii) The LTM EV/EBITDA ratio of the Group of 14.02 is within the range of the LTM EV/EBITDA ratios of the Comparable Companies, and lower than the mean and median LTM EV/EBITDA ratios of 18.01 and 17.83 times respectively in respect of the Comparable Companies; and

(iv) The LTM P/E of the Group of 7.30 is within the range of the LTM P/E ratios of the Comparable Companies, higher than the median LTM P/E ratio of 6.64 times and lower than the mean LTM P/E ratio of 9.88 times in respect of the Comparable Companies.

Given the asset intensive nature of the Group’s core property business, we consider the NAV- based valuation ratios such as P/NAV and P/RNAV as being more pertinent measures for assessing the Offer Price relative to the earning-based valuation ratios such as P/E and EV/ EBITDA. The earnings of property-related companies may vary considerably over time and between companies due to factors such as the timing of project launches and completion, redevelopment of properties and periodic revaluation of properties.

7.8 Precedent acquisitions involving selected companies broadly comparable to the Group We have reviewed selected transactions completed during the 3-year period up to and including LPD, involving the acquisitions of controlling equity stakes in property-related companies and for which information is publicly available (“Comparable Precedent Transactions”). We have conducted our analysis on largely based on P/NAV and P/RNAV multiples as the key parameters for the comparison, as well as the premium of the respective offers over the pre-announcement closing share price on the last traded market day before the announcement date, the 1-month VWAP and the 3-month VWAP.

A brief description of the target companies with respect to the Comparable Precedent Transactions is set out below:

Exhibit 1 5 – Description of the target companies

Announcement Target company Description (at time of acquisition) Date

5-Dec-12 SC Global SC Global Developments Limited is a residential property Developments Ltd developer. The Company also provides project management and (“SC Global”) marketing services.

8-Aug-12 Hersing Corporation Hersing Corporation Limited is a leading brand manager and Limited (“Hersing”) service provider in the real estate services, ﬁ nancial services, self storage and design and furnishing services segments.

30-May-12 Brothers (Holdings) Brothers (Holdings) Limited and its subsidiaries are in the business Limited (“Brothers”) of developing, investing and managing commercial and residential properties with operations mainly located in the People’s Republic of China.

42 Exhibit 1 5 – Description of the target companies

Announcement Target company Description (at time of acquisition) Date

10-May-12 Wing Tai Holdings Wing Tai Holdings Limited and its subsidiaries are in the business Limited (“Wing Tai”) of property investment, development and management, as well as fashion retail, food and beverage franchise operations, and hospitality management through serviced residences.

12-Aug-11 Centraland Limited Centraland Limited and its subsidiaries are principally engaged (“Centraland”) in property development and management focusing mainly on specialty wholesale trading hubs in the People’s Republic of China.

23-May-11 Allgreen Properties Allgreen Properties Limited is in the business of property Limited (“Allgreen”) development, property investment, hospitality, project and property management.

21-Sep-10 Soilbuild Group Soilbuild Group Holdings Ltd is principally engaged in the Holdings Ltd development of residential and purpose-built business space (“Soilbuild”) properties in Asia.

26-Aug-10 MCL Land Limited MCL Land Limited is mainly engaged in residential property (“MCL”) development in Singapore and Malaysia.

Sources: Offer announcements released by the respective target companies

Exhibit 16 below sets out the implied valuation metrics for the Comparable Precedent Transactions:

Exhibit 1 6 – Comparable Precedent Transactions Premium / (Discount) implied by the respective offer (1) Implied Last VWAP 100% Trading Transaction value Market 1-month 3-month P/ RNAV(3) P/ NAV(4) Date Target Summary (S$’million) Day(2) (%) (%) (%) (times) (times)

5-Dec-12 SC Global Cash offer of S$1.80 744.5(5) 49.4 57.2 58.0 0.80 1.15 for remaining 44.9% stake

8-Aug-12 Hersing Cash offer of S$0.23 144.5(6) 21.1 21.3 18.5 1.09(1 1) 1.30(1 2) for remaining 29.7% stake

30-May-12 Brothers Cash offer of S$0.26 77.5(7) 44.4 43.6 39.0 0.58 1.44 for remaining 49.4% stake

10-May-12 Wing Tai Cash partial offer of 1,103.6(8) 18.3 14.3 9.6 0.62 0.55 S$1.39 for 15.0% of the shares

12-Aug-11 Centraland Exit offer of S$0.40 738.0(9) 11.1 N.A.(10) 11.1 1.17(11) 3.25(12) for remaining 18.8% stake

23-May-11 Allgreen Cash offer of S$1.60 2,544.6(13) 39.1 40.6 45.3 0.78(14) 0.96 for remaining 44.3% stake

21-Sep-10 Soilbuild Exit offer of S$0.80 417.8 (15) 13.5 15.6 18.5 1.06 1.26 for remaining 26.9% stake

43 Exhibit 1 6 – Comparable Precedent Transactions Premium / (Discount) implied by the respective offer (1) Implied Last VWAP 100% Trading Transaction value Market 1-month 3-month P/ RNAV(3) P/ NAV(4) Date Target Summary (S$’million) Day(2) (%) (%) (%) (times) (times)

26-Aug-10 MCL Exit offer of S$2.45 906.2(16) 25.6 27.3 31.4 0.59 0.87 for remaining 22.6% stake

Maximum 49.4 57.2 58.0 1.17 3.25

Mean 27.8 31.4 28.9 0.84 1.35

Median 23.4 27.3 18.5 0.79 1.21

Minimum 11.1 14.3 9.6 0.58 0.55

Guthrie 21-Jun-13 (implied by the Offer Price) 21.4 21.9 19.7 0.78 0.87

Sources: Bloomberg L.P. and the announcements released by the respective target companies

Notes: (1) Market premia/discount calculated relative to the closing price of the respective target companies one (1) Full Trading Day prior to the respective announcement dates and VWAP of the 1-month and 3-month period prior to the respective announcement dates.

(2) Closing share price on the last trading market day prior to the announcement date.

(3) Based on the offer price per share and the RNAV ﬁ gures per share or the ex-cash offer price per share and the adjusted/ex-cash RNAV ﬁ gures per share (where applicable) as disclosed in the IFA opinion letter for the respective offer. The P/RNAV multiple of the Group implied by the Offer Price is based on the RNAV per Share of the Group of approximately S$1.13 as set out in paragraph 7.4 above.

(4) Based on the offer price per share and the book value per share or the ex-cash offer price per share and the adjusted/ex-cash book value per share (where applicable) based on the latest reported ﬁ lings as of the respective transaction’s announcement date.

(5) Based on the offer price of S$1.80 per share and a total of 413,637,216 shares as at the announcement date of the transaction.

(6) Based on the offer price of S$0.23 per share and a total of 628,475,216 shares as at the announcement date of the transaction.

(7) Based on the offer price of S$0.26 per share and a total of 298,080,000 shares as at the announcement date of the transaction.

(8) Based on the offer price of S$1.39 per share and a total of 793,927,260 shares as at the announcement date of the transaction.

(9) Based on the offer price of S$0.40 per share and a total of 1,845,000,000 shares as at the announcement date of the transaction.

(10) There were no trades done in the one-month period prior to the announcement date.

(11) Based on the adjusted net tangible asset ﬁ gure per share of the group or revalued net tangible asset ﬁ gure per share (where applicable) of the group as disclosed in the IFA opinion letter for the offer.

(12) Based on the net tangible asset per share of the group as disclosed in the IFA opinion letter for the offer.

(13) Based on the offer price of S$1.60 per share and a total of 1,590,381,075 shares as at the announcement date of the transaction.

(14) Based on the offer price per share and the higher of the two RNAV per share as disclosed in the IFA opinion letter for the offer.

44 (15) Based on the offer price of S$0.80 per share and a total of 522,220,212 shares as at the announcement date of the transaction.

(16) Based on the offer price of S$2.45 per share and a total of 369,873,324 shares as at the announcement date of the transaction.

For illustration purposes, we note that based on the Offer Price:

(i) The premium of the Offer Price to the last transacted price of the Shares on the Last Trading Day and the 1-month and 3-month VWAP of 21.4%, 21.9% and 19.7% respectively are within the range of the premia implied by the respective offer prices of the Comparable Precedent Transactions to the last transacted prices on the last trading day and 1-month and 3-month VWAP, lower than the mean of the premia implied by the respective offer prices of the Comparable Precedent Transactions to the last transacted prices on the last trading day and 1-month and 3-month VWAP, lower than the median of the premia implied by the respective offer prices of the Comparable Precedent Transactions to the last transacted prices on the last trading day and 1-month VWAP, and higher than the median of the premia implied by the respective offer prices of the Comparable Precedent Transactions to the last transacted prices on the 3-month VWAP;

(ii) The implied P/RNAV multiple of the Group based on the Offer Price of 0.78 times is within the range of the P/RNAV multiples of the Comparable Precedent Transactions but lower than the mean and median P/RNAV multiples of 0.84 times and 0.79 times in respect of the Comparable Precedent Transactions; and

(iii) The implied P/NAV multiple of the Group based on the Offer Price of 0.87 times is within the range of the P/NAV multiples of the Comparable Precedent Transactions but lower than the mean and median P/NAV multiples of the Comparable Precedent Transactions of 1.35 times and 1.21 times respectively.

The Comparable Precedent Transactions and the acquired companies may not be directly comparable with the Offer and the Group and may vary with respect to, amongst other factors: geographical markets, composition of business activities, scale of business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, ﬁ nancial positions and other relevant criteria and that such businesses may have fundamentally different annual proﬁ tability objectives. Accordingly, the Independent Directors should note that any comparison made with respect to the Comparable Precedent Transactions merely serve to provide an illustrative perceived market valuation of the Group as at the LPD.

7.9 Precedent privatization transactions in Singapore For the purpose of our evaluation on the ﬁ nancial terms of the Offer vis-à-vis other recent successful privatizations of companies listed on the SGX-ST, we set out overleaf in Exhibit 17 statistics on privatizations relating to companies listed on the SGX-ST and where the transaction size implied by the respective offers is greater than S$100 million during the 3-year period up to and including the LPD (“Precedent Privatizations”).

45 Exhibit 1 7 – Precedent Privatizations in Singapore Premium to pre-announcement share price(1)

Last VWAP transacted Offer price(2) 1-Month 3-month 6-month Date of price announcement Target (S$) (%) (%) (%) (%)

30-Jan-13 WBL Corporation Ltd 4.500(3) 28.9 27.6 25.5 28.9

17-Dec-12 Rokko Holdings Ltd 0.110 57.1 54.9 50.7 44.7

14-Dec-12 Kinergy Ltd 0.250 38.9 37.4 34.4 44.5

3-Dec-12 China Farm Equipment Limited 0.280 7.7 2.8 4.2 7.9

15-Nov-12 Asia Paciﬁ c Breweries Ltd 53.000 52.8 53.6 55.2 64.4

10-Nov-12 Harry’s Holdings Ltd 0.230 53.3 57.1 72.2 84.5

18-Sep-12 Juken Technology Ltd 0.180 28.6 26.8 24.1 17.7

28-Aug-12 Luye Pharma Group Ltd 1.300 16.1 20.4 20.4 36.8

27-Aug-12 Sakari Resources Limited 1.875(4) 25.8(5) 32.0(5) 36.9(5) 21.0(5)

2-Apr-12 Adampak Ltd 0.420 21.7 33.8 38.2 50.5

28-Dec-11 SMB United Ltd 0.400 33.3 45.5 50.9 52.7

28-Oct-11 Unidux Electronics Ltd 0.14 3 104.3 178.4 99.7 49.2

7-Oct-11 Heng Long International Ltd 0.600 7.1 6.8 17.4 29.9

23-Aug-11 Asia Environment Holdings Ltd 0. 300 33.3 24.0 21.0 24.0

1-Aug-11 C&O Pharmaceutical 0.500 11.1 16.8 20.2 22.6 Technology (Holdings) Ltd

1-Jun-11 Portek International Ltd 1.400 97.2 96.9 122.9 136.1

9-Mar-11 Passion Holdings Ltd 0.260 23.8 28.1 27.4 30.0

5-Mar-11 Sinomem Technology Ltd 0.700 28.4 33.9 34.5 36.6

6-Jan-11 Kim Eng Holdings Ltd 3.100 55.8 62.6 67.9 79.2

29-Oct-10 Thomson Medical Centre Ltd 1.750 62.0 71.7 90.2 106.4

16-Aug-10 Pine Agritech Ltd 0.200 11.1 7.1 18.6 50.4

23-Jul-10 RSH Ltd 0.850 41.7 N.A.( 6) N.A.( 6) 32.8

Maximum 104.3 178.4 122.9 136.1

Mean 38.2 43.7 44.4 47.8

Median 31.1 33.8 34.5 40.7

Minimum 7.1 2.8 4.2 7.9

Guthrie 21-Jun-13 0.880 21.4 21.9 19.7 20.2 (implied by the Offer Price)

Sources: Bloomberg and the respective target companies’ shareholders’ circular.

Notes: (1) Market premia calculated relative to the closing price of the respective target companies one (1) day prior to the respective announcement dates and VWAP of the 1-month, 3-month and 6-month period prior to the respective announcement dates.

46 (2) Closing share price on the last trading market day prior to the announcement date or before the trading of shares was halted as disclosed in the IFA opinion letter for the offer.

(3) The offeror announced a pre-conditional offer price of S$4.15 on 30 January 2013. This was subsequently revised to S$4.50 on 9 May 2013.

(4) Based on the offer price of S$1.900 less dividends of S$0.0249, as the offer price includes the right to receive and retain the dividend.

(5) The market premium in the table above was computed based on the offer price of S$1.900 less dividends of S$0.0249.

(6) N.A. means not applicable.

Based on the above analysis, we note the following:

(i) The premium of approximately 21.4% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day is within the range and lower than the mean and median premia of 38.2% and 31.1% respectively as implied by the respective offer prices paid over the last transacted market prices of the shares with respect to the Precedent Privatizations;

(ii) The premium of approximately 21.9% implied by the Offer Price over the 1-month VWAP of the Shares up to and including the Last Trading Day is within the range and lower than the mean and median premia of 43.7% and 33.8% respectively as implied by the respective offer prices over the 1-month VWAP of the shares with respect to the Precedent Privatizations;

(iii) The premium of approximately 19.7% implied by the Offer Price over the 3-month VWAP of the Shares up to and including the Last Trading Day is within the range and lower than the mean and the median premia of 44.4% and 34.5% respectively as implied by the respective offer prices over the 3-month VWAP of the shares with respect to the Precedent Privatizations; and

(iv) The premium of approximately 20.2% implied by the Offer Price over the 6-month VWAP of the Shares up to and including the Last Trading Day is within the range and lower than the mean and the median premia of 47.8% and 40.7% respectively as implied by the respective offer prices over the 6-month VWAP of the shares with respect to the Precedent Privatizations.

The Independent Directors should note that the level of premium (if any) an acquirer would normally pay for acquiring and/or privatizing a listed company (as the case may be) varies in different circumstances depending on, inter alia, the attractiveness of the underlying business to be acquired, the synergies to be gained by the acquirer from integrating the target company’s businesses with its existing business, the possibility of a signiﬁ cant revaluation of the assets to be acquired, the availability of substantial cash reserves, the liquidity in the trading of the target company’s shares, the presence of competing bids for the target company, the extent of control the acquirer already has in the target company and prevailing market expectations. Consequently, each Precedent Privatization has to be judged on its own merits (or otherwise).

The list of Precedent Privatizations indicated herein has been compiled based on publicly available information as at the LPD. The above table captures only the premia/discounts implied by the offer prices in respect of the Precedent Privatizations over the aforesaid periods and does not highlight bases other than the aforesaid in determining an appropriate premium/discount for the recent Precedent Privatizations. It should be noted that the comparison is made without taking into account the total amount of the offer value of each respective Precedent Privatization or the relative efﬁ ciency of information or the underlying liquidity of the shares of the relevant companies or the performance of the shares of the companies or the quality of earnings prior to the relevant announcement and the market conditions or sentiments when the announcements were made or the desire or the relative need for control leading to compulsory acquisition.

47 We wish to highlight that the Group is not in the same industry and does not conduct the same businesses as the other companies in the list of Precedent Privatizations and would not, therefore, be directly comparable to the list of companies in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, ﬁ nancial positions and other relevant criteria. Accordingly, the Independent Directors should note that the above comparison merely serves as a general guide to provide an indication of the premium or discount in connection with the Precedent Privatizations. Therefore, any comparison of the Offer with the Precedent Privatizations is for illustration purposes only. Conclusions drawn from the comparisons made may not necessarily reﬂ ect any perceived market valuation for the Group.

7.10 Dividend track record of the Company and selected alternative investments For the purpose of assessing the Offer, we have considered the historical dividend record of the Shares for the last ﬁ ve (5) ﬁ nancial years prior to the Offer Announcement Date and compared them with the returns which a Shareholder may potentially obtain by re-investing the proceeds from the Offer in other selected alternative equity investments.

The Company had declared and paid the following ordinary dividends in respect of its last 5 ﬁ nancial years:

Exhibit 1 8 - Dividend yields of the Shares

FY2008 FY2009 FY2010 FY2011 FY2012

First and Final Dividend per Share (S$) 0.0100 0.0125 0.0125 0.0125 0.0125

Special Dividend per Share (S$) 0.0100 0.0000 0.0125 0.0425 0.0200

Total Dividend per Share (S$) 0.0200 0.0125 0.0250 0.0550 0.0325

1-year Average Share Price (S$) 0.2467 0.3756 0.3912 0.4873 0.6033

First and Final Dividend Yield (%) 4.05% 3.33% 3.20% 2.57% 2.07%

Total Dividend Yield (%) 8.11% 3.33% 6.39% 11.29% 5.39%

Sources: Bloomberg L.P. and the Company’s ﬁ lings

We understand from the Management that, although the Company has been paying dividends in recent years, the Company does not have a fi xed rate of dividend payment. As such, the quantum of dividends paid by the Company in any period would depend on various factors including but not limited to the fi nancial performance of the Group, its working capital and capital expenditure need as well as other considerations. We note that as at 31 March 2013, the Company had retained earnings of approximately S$163.9 million based on its latest unaudited 3M2013 fi nancial statements.

The observation above only serves as an illustrative guide and is not an indication of the future dividend policy of the Company.

For the purpose of analyzing the Offer, we have considered the Shareholders who accept the Offer may re-invest the proceeds from the Offer in selected alternative equity investments including the equity of the Comparable Companies and/or a broad Singapore market index instrument such as the STI Exchange Traded Fund (“STI ETF”).

48 For illustration purposes, the dividend yields of these selected alternative investments based on their dividends declared over the latest twelve months are as follows:

Exhibit 19 - Dividend yields of selected alternative investments

Comparable Companies Dividend yield(1) UOL 2.19% GuocoLand 2.44% Bukit Sembawang 2.84% Sim Lian 8.38% Far East 8.61% United Engineers 4.20% Low Keng Huat 6.57% Chip Eng Seng 5.59% Lee Kim Tah 1.62% TA Corp 3.25% Koh Brothers 1.15%

Mean 4.26% Median 3.25%

STI ETF 2.45% Guthrie (based on the Offer Price) 3.6 9%(2)

Sources: Bloomberg L.P. and the Group’s ﬁ nancial statements

Notes: (1) Net dividend yield of each selected alternative investment is computed as the dividends declared over the latest twelve months divided by the closing market price as at the LPD (or where there was no trading on such date, the last available closing market price). The aforementioned dividend yield computed may differ from the actual dividend yield which will vary depending on the actual cost of investment paid by the individual investor.

(2) Based on the total dividends declared by the Company over the latest twelve months of approximately S$0.0325 per Share and the Offer Price of S$0.880.

Based on the above dividend analysis, we note that the dividend yield of the Company based on the Offer Price is lower than the mean of the Comparable Companies at 4.26%. However, the dividend yield of the Company based on the Offer Price is higher than that of the median of the Comparable Companies and STI ETF at 3.25% and 2.45% respectively. This suggests that Shareholders who accept the Offer may potentially experience an increase in dividend income if they re-invested the proceeds from the Offer in the shares of other selected alternative investments.

We wish to highlight that the above dividend analysis serves only as an illustrative guide and is not an indication of the Company’s future dividend policy or that of any of the Comparable Companies or the STI ETF. There is no assurance that the Company will continue or any of the above selected alternative investments will continue to pay dividends in the future and/or maintain the level of dividends paid in past periods.

Notwithstanding the above, it is uncertain whether the Company and the Comparable Companies can maintain its historical dividend yields at the levels set out above, hence it is uncertain whether the Shareholders will be able to increase their investment income by liquidating their investment in the Company and reinvesting their proceeds in the Comparable Companies.

49 Independent Directors should note that an investment in the equity of the Comparable Companies provides a different risk-return proﬁ le as compared to an investment in the Shares, and therefore the above comparison serves purely as a guide only. Furthermore, it should also be noted that the above analysis ignores the effect of any potential capital gain or capital loss that may accrue to the Shareholders arising from their investment in the Shares due to market ﬂ uctuations in the price of the Shares during the relevant corresponding periods in respect of which the above dividend yields were analysed.

In addition, no views are being expressed with regard to the future dividend policy of the Company and the Company does not have a ﬁ xed and formal dividend policy. As such, the quantum of dividends paid by the Company in any period would depend on various factors including but not limited to the ﬁ nancial performance of the Company, its working capital and capital expenditure needs as well as other considerations.

8. OTHER CONSIDERATIONS 8.1 The Offer is the only unconditional offer available to the Shareholders Pursuant to Rule 15.1 of the Code, when an offeror makes a voluntary offer when the offeror has not incurred an obligation to make a general offer for the company under Rule 14.1, the voluntary offer must be conditional upon the offeror receiving acceptances in respect of voting rights which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and person acting in concert with it holding more than 50% of the voting rights.

Based on public disclosures made by CIMB for and on behalf of the Offeror, as at 5.00 pm on 11 July 2013, the Offeror and its Concert Parties collectively hold approximately 69.95% of the Shares. The Company has conﬁ rmed that as at the LPD, there is no alternative or competing offer available to the Shareholders. In the event of an alternative or competing offer, we note that unless the Offeror and its Concert Parties accept such alternative or competing offer, any offer made by any third parties would not be capable of becoming unconditional.

We further note that the Offer is unconditional in all respects, therefore accepting Shareholders will receive the entire proceeds in cash within 10 days after receipt by the Offeror of the acceptances and accepting Shareholders will not incur any brokerage commissions or transaction costs.

8.2 Compulsary acquisition and listing status The full text of the Offeror’s intentions relating to the listing status and compulsory acquisition of the Company are set out in section 10 of the Offer Document and reproduced below:

“10.1 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances pursuant to the Offer (or otherwise acquires Shares during the period when the Offer is open for acceptance) in respect of not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any Shares held in treasury), the Offeror would have the right to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer (the “Dissenting Shareholders”), at a price equal to the Offer Price.

In such event, the Offeror intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST.

50 10.2 Listing Status. Pursuant to Rule 1105 of the Listing Manual, upon an announcement by the Offeror that acceptances have been received pursuant to the Offer that bring the holdings owned by the Offeror and its Concert Parties to above 90% of the total number of issued Shares (excluding Shares held in treasury), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time it is satisﬁ ed that at least 10% of the total number of issued Shares (excluding Shares held in treasury) are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, if the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding Shares held in treasury), thus causing the percentage of the total number of issued Shares (excluding Shares held in treasury) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares only at the close of the Offer.

As at the LPD, the percentage of issued ordinary shares held in public hands is approximately 29.17%( 1). For illustration purposes, should the Offeror and its Concert Parties acquire another 206,619,450 Shares( 1) representing approximately 19.17%( 1) of the Shares as at the LPD, the Free Float Requirement will not be met and the SGX-ST would have the right to suspend trading in the Shares following the close of the Offer.

8.3 Undertakings by Management We note that Ben Yeo Chee Seong, the Group Managing Director, and Harry Ong Kim Seng, the Deputy Group Managing Director, have each given irrevocable undertakings to the Offeror as at the Offer Announcement Date whereby each of them has undertaken, inter alia, to accept the Offer in respect of the Shares owned by each of them respectively prior to and up to the close of the Offer. As at the LPD, Ben Yeo Chee Seong and Harry Ong Kim Seng have accepted the Offer in respect of the Shares owned by each of them respectively.

8.4 Offeror’s future plans for the Group We note that the Offeror presently has no intention to (i) introduce any major changes to the business of the Group or the operations of any of its subsidiaries, (ii) re-deploy any of the ﬁ xed assets of the Group or (iii) discontinue the employment of any of the existing employees of the Group, in each case, other than in the ordinary course of business. However, the Offeror retains the ﬂ exibility at any time to consider any options or opportunities in relation to the Group which may present themselves and which it may regard to be in the best interests of the Group.

Note: (1) This percentage or number does not take into account any acceptances tendered by Shareholders pursuant to the Offer and which have not been publicly announced.

51 9. OPINION In arriving at our opinion on the Offer, we have taken into account the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter):

Factors in favor of the Offer:

(a) While the revenue of the Property Division increased by approximately 23.8% year-on-year from S$97.6 million in FY2011 to S$120.8 million in FY2012, the general consensus of market reports have indicated that the retail space market in Singapore is expected to face resistance to rental increases in the foreseeable future;

(b) The Shares have not traded at or above the Offer Price of S$0.880 per share since 20 June 2011 up to the Offer Announcement Date based on the daily closing price and the last transacted price of the Shares on the Last Trading Day was S$0.725;

(c) The Offer Price represents a signiﬁ cant premium of 40.8%, 25.9%, 20.2%, 19.7%, 21.9% and 21.4% over the 2-year, 1-year, 6-month, 3-month and 1-month VWAP and the last transacted price on the Last Trading Day of the Shares respectively;

(d) The low trading liquidity of the Shares given that during the 2-year period up to and including the Last Trading Day, the daily average trading volume of the Shares was only approximately 7 78,419 Shares representing approximately 0.24% of the Company’s free ﬂ oat;

(e) As compared to the relative performance of the market indices, the current market price and the trading volume of the Shares may have been underpinned by the Offer subsequent to the Offer Announcement Date. As such, there is no assurance that the market price and trading volume of the Shares will be maintained at the prevailing level as at the LPD after the close of the Offer;

(f) In comparison with the Comparable Companies:

 The P/NAV ratio of the Group of 0.87 times as implied by the Offer Price is within the range of the P/NAV ratios;

 The P/RNAV ratio of the Group of 0.78 times as implied by the Offer Price is within the range of the P/RNAV ratios, the same as the mean P/RNAV ratio of 0.78 times, and higher than the median P/RNAV ratio of 0.74 times;

(g) In comparison with the Comparable Precedent Transactions:

 The P/NAV ratio of the Group of 0.87 times as implied by the Offer Price is within the range of the P/NAV ratios;

 The P/RNAV ratio of the Group of 0.78 times as implied by the Offer Price is within the range of the P/RNAV ratios;

(h) In comparison with the Precedent Privatizations, the premium of approximately 21.4%, 21.9%, 19.7% and 20.2% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day, 1-month VWAP, 3-month VWAP and 6-month VWAP of the Shares respectively are within the range implied by the respective offer prices paid over the last transacted market prices of the shares;

(i) The dividend yield of the Company based on the Offer Price is lower than the mean LTM dividend yield of Comparable Companies, suggesting that Shareholders who accept the Offer may potentially experience an increase in dividend income if they re-invested the proceeds from the Offer in the shares of other selected alternative investments;

52 Factors against the Offer:

(j) The Offer Price represents a discount of approximately 22.1% to the RNAV per Share of S$1.13;

(k) In comparison with the Comparable Companies, the P/NAV ratio of the Group of 0.87 times as implied by the Offer Price is lower than the mean and median P/NAV multiples of 0.92 times and 0.93 times respectively;

(l) In comparison with the Comparable Precedent Transactions:

 The P/NAV ratio of the Group of 0.87 times as implied by the Offer Price is lower than the mean and median P/NAV multiples of 1.35 times and 1.21 times respectively;

 The P/RNAV ratio of the Group of 0.78 times as implied by the Offer Price is lower than the mean and median P/RNAV multiples of 0.84 times and 0.79 times respectively;

(m) In comparison with the Precedent Privatizations, the premium of approximately 21.4%, 21.9%, 19.7% and 20.2% implied by the Offer Price over the last transacted price of the Shares on the Last Trading Day, 1-month VWAP, 3-month VWAP and 6-month VWAP of the Shares respectively are lower than the mean and median premia of the shares in respect of the Precedent Privatizations;

Other factors:

(n) Based on public disclosures made by CIMB for and on behalf of the Offeror, as at 5.00 pm on 11 July 2013, the Offeror and its Concert Parties collectively hold approximately 69.95% of the Shares and as at the LPD, the Company has conﬁ rmed that there is no alternative or competing offer available to the Shareholders. In the event of an alternative or competing offer, we note that given the Offeror and its Concert Parties hold 69.95% of the issued Shares, they will have a decisive inﬂ uence on the result of, and may deter, such take-over offer by a third party for the Company. Consequently, a competitive offer from any third party is unlikely to be forthcoming without the support of the Offeror;

(o) In respect of the RNAV of the Group, shareholders should note that the Group has not realized the gains on the Revalued Properties as at the LPD. There is no assurance that the actual gains (if any) eventually recorded by the Group on the Revalued Properties will be the same as that derived from the assessments by the Valuer and the relevant Management’s estimates. Actual realized value may be affected by factors such as, inter alia, time value of money, market conditions, legal fees, liquidation costs, contractual obligations, regulatory requirements and availability of potential buyers;

(p) The intention of the Offeror to exercise any rights of compulsory acquisition in the event that the Offeror acquires not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the Offer Announcement Date and excluding any Shares held by the Company as treasury shares);

(q) The intention of the Offeror not to maintain or support any action taken or to be taken to maintain the listing status of the Company if the Offeror is unable to exercise the right to compulsorily acquire all the Offer Shares not acquired under the Offer and the Company does not meet the Free Float Requirement pursuant to Rule 723 of the Listing Manual;

(r) As at the LPD, the percentage of issued ordinary shares held in public hands is approximately 29.17%. For illustration purposes, should the Offeror and its Concert Parties acquire another 206,619,450 Shares representing approximately 19.17% of the Shares as at the LPD, the Free Float Requirement will not be met and the SGX-ST would have the right to suspend trading in the Shares following the close of the Offer;

53 (s) Ben Yeo Chee Seong, the Group Managing Director, and Harry Ong Kim Seng, the Deputy Group Managing Director, have accepted the Offer in respect of the Shares owned by each of them respectively as at the LPD; and

(t) The Offeror has no present intention to make any major changes to the existing business of the Company.

Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that, on balance, the terms of the Offer are not compelling from a ﬁ nancial point of view, but fair and reasonable and are not prejudicial to the interests of minority shareholders from a market perspective. Based on our opinion and accordingly, we advise the Independent Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions.

Independent Directors should also note that transactions of the Shares are subject to possible market ﬂ uctuations and accordingly, our opinion on the Offer does not and cannot take into account the future transactions or price levels that may be established for the Shares since these are governed by factors beyond the ambit of our review.

This letter is addressed to the Independent Directors for their beneﬁ t, in connection with and for the purpose of their consideration of the ﬁ nancial terms of the Offer and should not be relied on by any other party. The recommendation made by them to the Shareholders in relation to the Offer shall remain the sole responsibility of the Independent Directors.

Whilst a copy of this letter may be reproduced in the Circular, neither the Company nor the Directors may reproduce, disseminate or quote this letter (or any part thereof) for any other purpose at any time and in any manner without the prior written consent of PPCF in each speciﬁ c case. This opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfully, For and on behalf of PrimePartners Corporate Finance Pte. Ltd.

Mark Liew Andrew Leo Managing Director, Corporate Finance Associate Director, Corporate Finance

54 APPENDIX 2

GENERAL INFORMATION ON THE COMPANY

1. DIRECTORS

The names, addresses and designations of the Directors as at the LPD are set out below:

Name Address Designation

Mr Putra Masagung 28 Ramsgate Road Non-Executive Chairman Singapore 437471

Mr Ben Yeo Chee Seong 32 Cornwall Gardens Group Managing Director Singapore 269686

Mr Harry Ong Kim Seng 18E Queen Astrid Park Deputy Group Managing Singapore 266816 Director

Mr Michael Leong Choon Fai 25 Jalan Mariam Executive Director Singapore 509307

Mr Philip Tan Yuen Fah 33 Namly Drive Independent Director Singapore 267447

Mr Hartono Gunawan 61 Trevose Crescent Non-Executive Director Singapore 298062

Mr Tan Hang Huat 4A Pillai Road Non-Executive Director Singapore 535883

Mr Ernest Seow Teng Peng 2 Avon Road Independent Director Singapore 439780

Mr Ronnie Wai Chee Leong 56 Mount Sinai Avenue Independent Director Singapore 277194

2. REGISTERED OFFICE The registered ofﬁ ce of the Company is at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802.

3. PRINCIPAL ACTIVITIES The Company is principally an investment holding company. The Group’s main activities are in property investment, development and management, engineering and leisure. The Company is listed on the SGX-ST.

4. SHARE CAPITAL AND RIGHTS IN RESPECT OF VOTING, DIVIDENDS AND CAPITAL 4.1 Issued capital As at the LPD, the issued and paid-up share capital of the Company is approximately $244,404,587 comprising 1,077,937,731 Shares.

55 4.2 Rights in respect of capital, dividends and voting The rights of Shareholders in respect of capital, dividends and voting are contained in the Articles, which are available for inspection at the Company’s registered ofﬁ ce at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802. The relevant provisions in the Articles relating to the rights of Shareholders in respect of capital, dividends and voting have been extracted from the Articles and reproduced in Appendix 3 to this Circular. Capitalised terms and expressions not deﬁ ned in the extracts have the meanings ascribed to them in the Articles and/or the Companies Act.

4.3 Number of Shares issued since the end of the last ﬁ nancial year There are no new issues of Shares between the end of FY 2012 (being the last ﬁ nancial year of the Company) and the LPD.

4.4 Options and convertible instruments As at the LPD, there are no outstanding instruments convertible into, rights to subscribe for, and options in respect of, the Shares.

5. DISCLOSURE OF INTERESTS 5.1 Interests of the Company in Offeror Securities Neither the Company nor any of its subsidiaries has any direct or indirect interests in the Offeror Securities as at the LPD.

5.2 Dealings in Offeror Securities by the Company Neither the Company nor any of its subsidiaries has dealt for value in the Offeror Securities during the period commencing six (6) months prior to the Offer Announcement Date and ending on the LPD.

5.3 Interests of the Directors in Offeror Securities PM holds 1,000,000 Offeror Shares through AWL, a company wholly-owned by him.

Save as disclosed above, none of the Directors has any direct or indirect interests in the Offeror Securities as at the LPD.

5.4 Dealings in Offeror Securities by the Directors None of the Directors has dealt for value in the Offeror Securities during the period commencing six (6) months prior to the Offer Announcement Date and ending on the LPD.

5.5 Interests of the Directors in Company Securities Save as disclosed below, as at the LPD, none of the Directors has any direct or indirect interests in the Company Securities:

Interest in Shares Direct Deemed Name of Director No. of Shares %(1) No. of Shares %(1)

Mr Putra Masagung – – 753,997,375(2) 69.95

Mr Michael Leong Choon Fai 440,000 0.04 50,000(3) 0.005

Notes: (1) Percentage interest is based on 1,077,937,731 Shares at the LPD.

56 (2) PM holds an indirect interest of approximately 49.99% of the Offeror Shares through his wholly-owned company, AWL. Accordingly, PM is deemed to have an interest in the Shares in which the Offeror has an interest. Based on public disclosures made by CIMB for and on behalf of the Offeror, as at 5.00 p.m. on 11 July 2013, the Offeror owns, controls or has agreed to acquire an aggregate of 753,997,375 Shares, representing approximately 69.95% of the total number of issued Shares. (3) Mr Michael Leong Choon Fai is deemed to have an interest in 50,000 Shares held by his spouse.

5.6 Dealings in Company Securities by the Directors Save as disclosed below, none of the Directors has dealt for value in the Company Securities during the period commencing six (6) months prior to the Offer Announcement Date and ending on the LPD:

Total number of Shares Date of Price per acquired/ Name of Director Transaction Nature of Transaction Share (S$) (disposed)

Mr Putra Masagung(1) 12 March 2013 Open market purchases 0.7298 1,217,000 by GA 1821

Mr Putra Masagung(1) 13 March 2013 Open market purchases 0.7265 423,000 by GA 1821

Mr Putra Masagung 11 July 2013 Acceptance tendered 0.88 (550,000) pursuant to the Offer

Mr Putra Masagung(2) 11 July 2013 Acceptance tendered 0.88 (157,361,275) pursuant to the Offer

Mr Putra Masagung(3) 11 July 2013 Receipt of acceptances 0.88 165,424,375 tendered pursuant to the Offer

Mr Putra Masagung(3) 11 July 2013 Open market purchases 0.88 573,000 by the Offeror

Mr Ben Yeo 11 July 2013 Acceptance tendered 0.88 (6,513,100) Chee Seong pursuant to the Offer

Mr Ben Yeo 12 July 2013 Acceptance tendered 0.88 (7,904,000) Chee Seong pursuant to the Offer

Mr Harry Ong 12 July 2013 Acceptance tendered 0.88 (1,132,000) Kim Seng pursuant to the Offer

Notes: (1) These Shares are held by GA 1821. PM holds approximately 49.99% of GA 1821 Shares indirectly through his wholly-owned intermediary company. (2) These Shares are tendered by GA 1821 in acceptance of the Offer. (3) PM holds an indirect interest of approximately 49.99% of the Offeror Shares through his wholly-owned company, AWL.

57 5.7 Company Securities owned or controlled by the IFA None of the IFA, its related corporations or any of the funds whose investments are managed by the IFA on a discretionary basis owns or controls any Company Securities as at the LPD.

5.8 Dealings in Company Securities by the IFA None of the IFA, its related corporations or any of the funds whose investments are managed by the IFA on a discretionary basis has dealt for value in any Company Securities during the period commencing six (6) months prior to the Offer Announcement Date and ending on the LPD.

5.9 Intentions of the Directors in respect of their Shares The Directors who hold Shares have indicated their intention in respect of accepting or rejecting the Offer in respect of their Shares as at the LPD as follows:

(a) Each of PM, Mr Ben Yeo Chee Seong and Mr Harry Ong Kim Seng has accepted the Offer in respect of the Shares owned by each of them respectively pursuant to the Irrevocable Undertakings.

(b) Pursuant to the Irrevocable Undertakings as set out in Section 3 of this Circular, GA 1821, a company in which PM holds approximately 49.99% of GA 1821 Shares indirectly through his wholly-owned intermediary company, has given an irrevocable undertaking to accept the Offer in respect of the 745,361,275 Shares owned by it and of which 157,361,275 Shares ha ve been tendered in acceptance of the Offer.

(c) Mr Michael Leong Choon Fai holds 440,000 Shares (representing approximately 0.04% of the total number of Shares). Mr Michael Leong Choon Fai has informed the Company that he intends to tender all of the Shares held by him in acceptance of the Offer. Mr Michael Leong Choon Fai also has a deemed interest in 50,000 Shares (representing approximately 0.005% of the total number of Shares) held by his spouse, Mdm Choo Yin Cheng Dolly. Mr Michael Leong Choon Fai has informed the Company that his spouse, Mdm Choo Yin Cheng Dolly, who makes her own investment decisions, intends to accept the Offer in respect of all the 50,000 Shares directly held by her.

6. OTHER DISCLOSURES 6.1 Directors’ service contracts As at the LPD:

(a) there are no service contracts between any of the Directors or proposed directors with the Company or any of its subsidiaries which have more than 12 months to run and which are not terminable by the employing company within the next 12 months without paying any compensation; and

(b) there are no such contracts entered into or amended during the period commencing six (6) months prior to the Offer Announcement Date and ending on the LPD.

6.2 Arrangements affecting Directors (a) As at the LPD, it is not proposed that any payment or other beneﬁ t shall be made or given to any Director or director of any other corporation which is by virtue of Section 6 of the Companies Act deemed to be related to the Company, as compensation for loss of ofﬁ ce or otherwise in connection with the Offer.

58 (b) Pursuant to the Irrevocable Undertakings as set out in Section 3 of this Circular, (i) each of PM, Mr Ben Yeo Chee Seong and Mr Harry Ong Kim Seng has each undertaken to accept the Offer in respect of the Shares owned by each of them respectively prior to and up to the close of the Offer, and (ii) GA 1821, a company in which PM holds approximately 49.99% of GA 1821 Shares indirectly through his wholly-owned intermediary company, has also undertaken to accept the Offer in respect of the Shares owned by it prior to and up to the close of the Offer. In addition, AWL, a company which is wholly owned by PM, has entered into a shareholders’ agreement with HGL dated 21 June 2013 to govern their relationship as shareholders of the Offeror. Save for the above, as at the LPD, there are no agreements or arrangements made between any Director and any other person in connection with or conditional upon the outcome of the Offer.

(c) As set out in section 12.3 of the Offer Document, the Offeror has entered into a facility agreement dated 20 June 2013 with CIMB (as hedge counterparty, arranger, facility agent and security agent) and CIMB Bank Berhad, Labuan Branch (as lender) to obtain ﬁ nancing for the purpose of the Offer (the “Facility Agreement”). As PM holds an indirect interest of approximately 49.99% of the Offeror Shares through his wholly-owned company, AWL, PM is deemed to have a material indirect interest in the Facility Agreement. Save for the above, as at the LPD, none of the Directors has a material personal interest, whether direct or indirect, in any material contract entered into by the Offeror.

7. MATERIAL CONTRACTS WITH INTERESTED PERSONS Neither the Company nor any of its subsidiaries has entered into any material contracts (other than those entered into in the ordinary course of business) with interested persons (as deﬁ ned in the Note on Rule 23.12 of the Code) during the period beginning three (3) years before the Offer Announcement Date and ending on the LPD.

8. MATERIAL LITIGATION As at the LPD, none of the Company and its subsidiaries is engaged in any material litigation, either as plaintiff or defendant, which might materially and adversely affect the ﬁ nancial position of the Company or the Group, taken as a whole. The Directors are not aware of any litigation, claims or proceedings pending or threatened against the Company or any of its subsidiaries or of any facts likely to give rise to any litigation, claims or proceedings which might materially and adversely affect the ﬁ nancial position of the Company and its subsidiaries taken as a whole.

9. FINANCIAL INFORMATION OF THE GROUP 9.1 Consolidated income statements The audited consolidated income statements of the Group for the last three (3) fi nancial years (FY 2010, FY 2011 and FY 2012) and the unaudited consolidated income statement of the Group for the fi rst quarter ended 31 March 2013 (“1Q13”) are set forth below. The audited consolidated income statements should be read together with the annual reports and the audited consolidated fi nancial statements of the Group for the relevant fi nancial years, and the unaudited consolidated income statement of the Group for 1Q13 should be read together with the Company’s announcement on the unaudited consolidated fi nancial statements of the Group for 1Q13 and its accompanying notes. Copies of all of the above are available for inspection at the Company’s registered offi ce at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802 during normal business hours for the period during which the Offer remains open for acceptance.

59 Group Unaudited Audited 1Q13 FY 2012 FY 2011 FY 2010 $’000 $’000 $’000 $’000 (Restated)

Revenue 85,251 277,068 278,716 295,063 Cost of sales (53,599) (158,010) (172,631) (193,063) Gross proﬁ t 31,652 119,058 106,085 102,000

Other gains - net 1,435 6,111 75,860 6,312 Fair value gains on investment 26,316 96,137 158,681 71,467 properties

Expenses Distribution & marketing (1,043) (4,228) (6,593) (2,457) Administrative (9,439) (35,149) (46,438) (33,793) Finance (5,975) (19,596) (15,122) (13,053) Other operating (281) (1,700) (1,395) (3,374) Share of proﬁ ts of associates, net of 390 973 4,847 8,469 tax Proﬁ t before income tax 43,055 161,606 275,925 135,571

Income tax expense (4,361) (23,335) (22,231) (16,826)

Net Proﬁ t 38,694 138,271 253,694 118,745

Attributable to: Equity holders of the Company 38,025 131,866 251,400 116,561 Non-controlling interests 669 6,405 2,294 2,184

Cents Cents Cents Cents Earnings per Share attributable to the equity holders of the Company – Basic 3.53 12.23 23.32 10.81 – Diluted 3.53 12.23 23.32 10.81

Net dividends per Share Nil 3.25 5.50 2.50

9.2 Consolidated balance sheets The audited consolidated balance sheet of the Group as at 31 December 2012 and the unaudited consolidated balance sheet of the Group as at 31 March 2013 are set forth below. The audited consolidated balance sheet of the Group as at 31 December 2012 should be read together with the annual report and the audited consolidated fi nancial statements of the Group for FY 2012, and the unaudited consolidated balance sheet of the Group as at 31 March 2013 should be read together with the Company’s announcement on the unaudited consolidated fi nancial statements of the Group for 1Q13 and its accompanying notes. Copies of all of the above are available for inspection at the Company’s registered offi ce at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802 during normal business hours for the period during which the Offer remains open for acceptance.

60 Group Unaudited Audited As at As at 31 March 2013 31 December 2012 $’000 $’000

ASSETS Current assets Cash and cash equivalents 478,910 386,284 Trade and other receivables 38,318 42,773 Contract work-in-progress and inventories 2,548 3,061 Financial assets, available-for-sale 155 155 Financial assets, at fair value through proﬁ t or loss 121 105 Investment properties held for sale – 4,059 Trading property 29,161 46,037 Development property 310,482 293,636 Deposits, prepayments and tax recoverable 45,495 7,137 905,190 783,247 Non-current assets Other receivables, prepayments and deposits 22,160 22,164 Financial assets, available-for-sale 41,604 41,547 Investments in associates 15,023 14,637 Investment properties 1,278,541 1,249,705 Property, plant and equipment 65,381 63,291 Deferred income tax assets 1,212 1,328 1,423,921 1,392,672 Total assets 2,329,111 2,175,919

LIABILITIES Current liabilities Trade and other payables 278,277 276,285 Current income tax liabilities 24,446 20,516 Borrowings 10,000 10,000 Derivative ﬁ nancial instruments 1,182 1,257 Provisions for warranties 4,677 4,786 318,582 312,844 Non-current liabilities Borrowings 817,214 714,411 Other payables and liabilities 43,193 41,410 Derivative ﬁ nancial instruments 1,947 2,660 Deferred income tax liabilities 28,076 27,080 890,430 785,561 Total liabilities 1,209,012 1,098,405 Net assets 1,120,099 1,077,514

EQUITY Capital and reserves attributable to equity holders of the Company Share capital 244,405 244,405 Revaluation and other reserves (16,969) (20,232) Retained earnings 863,885 825,860 1,091,321 1,050,033 Non-controlling interests 28,778 27,481 Total equity 1,120,099 1,077,514

61 9.3 Signifi cant accounting policies A summary of the signifi cant accounting policies of the Group is set out in the notes to the audited consolidated fi nancial statements of the Group for FY 2012 and the Company’s announcement on the unaudited consolidated fi nancial statements of the Group for 1Q13 (which are available for inspection at the registered offi ce of the Company at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802 during normal offi ce hours for the period during which the Offer remains open for acceptance).

As set out in the notes to the audited consolidated ﬁ nancial statements of the Group for FY 2012, on 1 January 2012, the Group adopted the new or revised FRS and INT FRS that are mandatory for application from that date, including amendments to FRS 12 – Deferred Tax: Recovery of Underlying Assets (“FRS 12”). Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. Save for the adoption of FRS 12, the adoption of these new or amended FRS and INT FRS did not result in substantial changes to the accounting policies of the Group and the Company. The effects of the adoption of FRS 12 are as follows:

31 December 31 December 31 December 2012 2011 2010 $’000 $’000 $’000

Consolidated balance sheets: Decrease in deferred income tax liabilities (73,384) (66,572) (50,230) Increase in retained earnings 73,384 66,572 50,230

Increase in net asset value per share (cents) 6.81 6.18 4.66

FY 2012 FY 2011 $’000 $’000 Consolidated income statement for the ﬁ nancial year: Increase in proﬁ t attributable to equity holders of the Company (Deferred income tax expense) 6,812 16,342

Increase in basic earnings per share (cents) 0.63 1.52 Increase in diluted earnings per share (cents) 0.63 1.52

Please refer to the notes to the audited consolidated ﬁ nancial statements of the Group for FY 2012 for a full description of the effects of the adoption of FRS 12.

As set out in the unaudited consolidated financial statements of the Group for 1Q13, the accounting policies adopted are consistent with those of the previous FY except for the adoption of the following new or amended FRS that are relevant and effective for application for the current FY:

(a) Amendments to FRS 1 – Presentation of Items of Other Comprehensive Income; and

(b) FRS 113 – Fair Value Measurement.

The adoption of the new or amended FRS did not have a material impact on the Group’s ﬁ nancial statements.

62 Save as disclosed above and in the notes to the audited consolidated ﬁ nancial statements of the Group for FY 2012 and the unaudited consolidated ﬁ nancial statements of the Group for 1Q13:

(i) there were no signifi cant accounting policies or any matter from the notes of the fi nancial statements of the Company which are of any major relevance for the interpretation of the fi nancial statements of the Company; and

(ii) as at the LPD, there is no change in the accounting policy of the Company which will cause the ﬁ gures disclosed in this Circular not to be comparable to a material extent.

9.4 Material changes in fi nancial position Save as disclosed in publicly available information on the Group (including but not limited to the Company’s announcement on the unaudited consolidated fi nancial statements of the Group for 1Q13) and in the IFA Letter, as at the LPD, there has been no known material change in the fi nancial position of the Company since 31 December 2012, being the date of the Company’s last published audited consolidated fi nancial statements.

9.5 Material change in information Save as disclosed in this Circular and save for the information relating to the Company and the Offer that is publicly available, there has been no material change in any information previously published by or on behalf of the Company during the period commencing from the Offer Announcement Date and ending on the LPD.

10. VALUATION OF THE PROPERTIES The Company has commissioned independent valuations of certain investment properties and short term leasehold properties of the Group (the “Properties”) and extracts of the valuation report and/or certiﬁ cates are set out in Appendix 4 to this Circular.

Under Rule 26.3 of the Code, the Company is required, inter alia, to make an assessment of any potential tax liability which would arise if the assets, which are the subject of a valuation given in connection with an offer, were to be sold at the amount of valuation. Based on information provided to the Company by the respective Valuers, the potential tax liabilities that may be incurred by the Company on the hypothetical disposal of the Properties is approximately S$24.1 million. The aforesaid tax liabilities will not crystallise if the Company does not dispose of its interests in the Properties. As at the LPD, the Company has no plans to dispose of its interests in the Properties, and as such, the aforesaid tax liabilities are not likely to crystallise.

11. GENERAL (a) All expenses and costs incurred by the Company in relation to the Offer will be borne by the Company.

(b) The IFA has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name, the IFA Letter appended as Appendix 1 to this Circular, and all references thereto in the form and context in which they appear in this Circular.

(c) Each of the Valuers has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name, letters, valuation certiﬁ cates and all references thereto, in the form and context in which they appear in this Circular.

63 12. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered ofﬁ ce of the Company at 1 Fifth Avenue, #02-06/07 Guthrie House, Singapore 268802, during normal ofﬁ ce hours for the period during which the Offer remains open for acceptance:

(a) the memorandum of association of the Company;

(b) the Articles;

(c) the annual reports of the Company for FY 2010, FY 2011 and FY 2012 and the unaudited consolidated ﬁ nancial statements of the Group for 1Q13;

(d) the letters of consent referred to in Paragraph 11 above;

(e) the IFA Letter; and

(f) the valuation report and certiﬁ cates from the Valuers.

64 APPENDIX 3

EXTRACTS FROM THE ARTICLES

(a) Rights of Shareholders in respect of capital

Allotment of 4. Subject to the Statutes and these Articles, no shares may be issued shares. by the Directors without the prior approval of the Company in General Meeting but subject thereto and to Article 4(g), and to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and subject or not to the payment of any part of the amount thereof in cash as the Directors may think fi t, and any shares may be issued with such preferential, deferred, qualifi ed or special rights, privileges or conditions as the Directors may think fi t.

Provided that:

(a) (Subject to any direction to the contrary that may be given by the Company in General Meeting) any issue of shares for cash to members holding shares of any class shall be offered to such members in proportion as nearly as may be to the number of shares of such class then held by them and the provisions of the second sentence of Article 4(g) with such adaptations as are necessary shall apply.

(b) Any other issue of shares, the aggregate of which would exceed the limits referred to in Article 4(h), shall be subject to the approval of the Company in General Meeting.

(d) Except so far as otherwise provided by the conditions of issue or by these Articles any capital raised by the creation of new Shares shall be considered part of the original ordinary capital of the Company and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, voting and otherwise.

(e) In the event of the Company at any time issuing preference capital it shall at the same time indicate whether it reserves the right to issue further preference capital ranking equally with or in priority to the preference capital then about to be issued.

65 (f) Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or where any resolution to be submitted to any such meeting directly affects their rights and/or privileges or when no dividend shall have been declared on such preference shares for a period of more than 6 months after the anniversary of the date on which the previous preference dividend was paid.

(g) Subject to any direction to the contrary that may be given by the Company in general meeting or except as permitted under the listing rules of the Exchange, all new shares shall, before issue, be offered to such persons who as at the date of offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the number of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneﬁ cial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this regulation.

(h) Notwithstanding Article 4(g) above but subject to the Act and the rules of the Exchange, the Company may by Ordinary Resolution in General Meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be speciﬁ ed in the Ordinary Resolution, to:-

(i) (A) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(B) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares;

(ii) (notwithstanding the authority conferred by the Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the Ordinary Resolution was in force,

Provided that:

(1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Exchange;

66 (2) in exercising the authority conferred by the Ordinary Resolution, the Company shall comply with the provisions of the Listing Manual of the Exchange for the time being in force (unless such compliance is waived by the Exchange and these Articles); and

(3) unless previously revoked or varied by the Company in General Meeting, such authority to issue shares does not continue beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution or the date by which such Annual General Meeting is required to be held, or the expiration of such other period as may be prescribed by Statute (whichever is the earlier); and

(iii) Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares shall be subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

Power to issue 5. Subject as provided in Article 4 the Company shall have power to issue redeemable preference shares carrying a right to redemption out of proﬁ ts or liable Preference to be redeemed at the option of the Company and the Directors may, Shares. subject to the provisions of the Act redeem such shares on such terms and in such manner as they may think ﬁ t.

Difference in 7. The Company may make arrangements on the issue of shares for a amounts paid on difference between the holders of such shares in the amount of calls to shares. be paid and in the time of payment of such calls.

Power to pay 9. The Company may pay commissions or brokerage on any issue of commission and shares at such rate or amount and in such manner as the Directors brokerage. may deem ﬁ t. Any such commission or brokerage may be satisﬁ ed by the payment of cash or the allotment of fully paid shares or partly paid shares or partly in one way and partly in the other of the Company, in which case the provisions of the Act shall be duly complied with.

ALTERATIONS OF CAPITAL

Power to 52. (1) The Company in General Meeting may by Ordinary Resolution:- consolidate shares. (a) Consolidate and divide all or any of its shares.

Power to (b) Sub-divide its shares, or any of them (subject, subdivide shares. nevertheless, to the provisions of the Act) and so that the resolution where by any share is sub-divided may determine that as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights, or be subject to any such restrictions as compared with the other as the Company has power to attach to unissued or new shares.

Power to convert (c) subject to the provisions of the Statutes, convert any class shares. of shares into any other class of shares.

67 Power to reduce (2) The Company in General Meeting may by Special Resolution capital. reduce its share capital or any undistributable reserve in any manner and subject to any incident authorised and consent required by law. Without prejudice to the generality of the foregoing, upon cancellation of any share purchased or otherwise acquired by the Company pursuant to these Articles, the number of issued shares of the Company shall be diminished by the number of the shares so cancelled, and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of share capital of the Company shall be reduced accordingly.

Company may (3) The Company may, subject to and in accordance with the Act, repurchase its purchase or otherwise acquire its issued shares on such terms shares. and in such manner as the Company may from time to time think ﬁ t. If required by the Act, any share that is so purchased or acquired by the Company shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on repurchase or acquisition by the Company. On the cancellation of a share as aforesaid, the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by, and in accordance with, the Act.

(4) Anything done in pursuance of this Article shall be done in the manner provided by and subject to any conditions imposed by the Act or so far as the Act shall not be applicable then in accordance with the terms of the resolution authorising the same or so far as such resolution shall not be applicable then in such manner as the Directors deem most expedient.

On what 54. Subject to the Act and to these Articles and to any special rights for conditions new the time being attached to any existing class of shares, all new shares shares may be shall be issued upon such terms and conditions and with such rights issued. and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and, in default of such direction, as the Directors may determine and in particular such shares may be issued with a preferential or qualiﬁ ed right to dividends and in the distribution of assets of the Company and with a special or without any right of voting.

How far new 55. Except so far as otherwise provided by the conditions of issue or by shares to rank these Articles any capital raised by the creation of new shares shall with original be considered part of the original Ordinary capital of the Company shares. and shall be subject to the provisions herein contained with reference to allotment, the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, voting and otherwise.

68 (b) Rights of Shareholders in respect of dividends

CALLS ON SHARES

Members not 21. No member shall be entitled to receive any dividend or to exercise any entitled to privilege as a member upon shares on which there are unpaid calls privileges of until he shall have paid all calls for the time being due and payable on membership until all calls paid. such shares held by him (whether alone or jointly with any other person together with interest and expenses (if any).

TRANSMISSION OF SHARES

Person entitled 41. A person entitled to a share by transmission shall be entitled to receive, may receive and may give a discharge for any dividends or other moneys payable dividends without in respect of the share, but he shall not be entitled in respect of it to being registered as member, but receive notices of, or to attend or vote at meetings of the Company, may not vote. or, save as aforesaid, to exercise any of the rights or privileges of a member, unless and until he shall become a member in respect of the share.

FORFEITURE OF SHARES

Directors may 43. If any member fails to pay the whole or any part of any call or instalment require payment of a call on or before the day appointed for the payment thereof, the of call with interest Directors may at any time thereafter, during such time as the call or and expenses. instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment, or such part thereof as remains unpaid, together with interest at such rate not exceeding ten per cent. per annum as the Directors shall determine, and any expenses that may have accrued by reason of such non-payment.

On non- 45. If the requirements of any such notice as aforesaid are not complied compliance with with, any share in respect of which such notice has been given may notice shares at any time thereafter, before the payment required by the Notice has forfeited on resolution of been made, be forfeited by a resolution of the Directors to that effect. A Directors. forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture, notwithstanding that they shall have been declared. The Directors may accept a surrender of any Surrender of share when they are in a position to forfeit such share or by way of shares. compromise of any question as to the holder being properly registered in respect thereof or in any other case allowed by law.

DIVIDENDS AND RESERVES

Application of 126. Subject to any preferential or other special rights for the time being proﬁ ts. attached to any special class of shares or to any restrictions on the right to receive dividends contained in any scheme for the issue of shares to employees of the Company including Directors the proﬁ ts of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company as follows:

(a) all dividends in respect of shares must be paid in proportion to the number of shares held by a member but where shares are partly paid all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and

69 (b) all dividends must be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid.

For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is to be ignored.

Declaration of 127. The Directors may, with the sanction of a General Meeting from time to dividends. time declare dividends but no such dividend shall be payable except out of the profi ts of the Company. The Directors may, if they think fi t from time to time declare and pay to the members such interim dividends as appear to them to be justifi ed by the position of the Company, and may also from time to time, if in their opinion such payment is so justifi ed, pay any preferential dividends which by the terms of issue of any shares are made payable on fi xed dates. No higher dividend shall be paid than is recommended by the Directors, and the declaration of the Directors as to the amount of the net profi ts shall be conclusive. No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

127A. Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specifi c assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the Directors shall give effect to such resolution, and where any diffi culty arises in regard to such distribution, the Directors may settle the same as they think expedient, and fi x the value for distribution of such specifi c assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fi xed in order to adjust the rights of all parties, and may vest any such specifi c assets in trustees as may seem expedient to the Directors.

Dividend warrants 131. Every dividend warrant may, unless otherwise directed, be sent by post to be sent to to the last registered address appearing in the register of members members by post. or (as the case may be) the Depository Register, of the member entitled thereto (or, if several persons are registered in the register of members or (as the case may be) entered in the Depository Register as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) and the receipt of the dividend warrant by such person shall be a good discharge to the Company for all payments made in respect of such share. Notwithstanding the foregoing provisions of this Article, the payment by the Company to the Depository of any dividend payable to a Depositor shall, to the extent of the payment made to the Depository, discharge the Company from any liability to the Depositor in respect of that payment.

132. The Directors may deduct from any dividend bonus or other moneys in respect of any shares held by a member either alone or jointly with any other member all such sums or money if any as may be due and payable by him either alone or jointly with any other person to the Company on account of calls or instalments on such shares.

70 BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES

Power to 133. The Company in General Meeting (or the directors pursuant to authority capitalise profi ts. given to them in accordance with Article 4(h)) may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fi xed preferential dividend, and (A) being any part of the undivided profi ts in the hands of the Company or (B) for the time being standing to the credit of any reserve fund or reserve account of the Company, and/or accretion to capital accruing on sale or shown by a valuation or revaluation of any property or assets of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the ordinary members in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the ordinary shares, and in such manner as the resolution (or, in the case of an issue of shares authorised pursuant to Article 4(h), as the directors’ resolution approving that issue) may direct, and such resolution shall be effective, and the Directors shall in accordance with such resolution apply such sum in paying up in full any new shares or debentures of the Company on behalf of the ordinary members aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such members in the proportions aforesaid in satisfaction of the shares and interests of such members in the said capitalised sum or shall apply such sum or any part thereof on behalf of the members aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued ordinary shares held by such members or otherwise deal with such sum as directed by such resolution. Provided always that any ordinary shares on which the right to receive dividends is subject to any restrictions contained in or which are issued as partly paid shares under any scheme for the issue of shares to employees of the Company including Directors, shall for the purpose of any appropriation of capital as aforesaid (but not otherwise) be deemed to be free of any restrictions as to dividends and to be fully paid but subject however to the rules of any such scheme as aforesaid. Where any diffi culty arises in respect of any such distribution, the Directors may settle the same as they think expedient, and in particular they may issue fractional certifi cates, fi x the value for distribution of any fully paid-up shares or debentures, make cash payments to any members on the footing of the value so fi xed in order to adjust rights, and vest any such shares or debentures in trustees upon such trusts for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the Directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to the Registrar of Companies for registration in accordance with the Act and the Directors may appoint any person to sign such contract on behalf of the persons entitled to shares in the appropriation and distribution and such appointment shall be effective.

71 (c) Rights of Shareholders in respect of voting

GENERAL MEETINGS

Notice of meeting. 61. (a) Subject to the provisions of the Act relating to the convening of meetings to pass Special Resolutions and agreements for shorter notices, any general meeting at which it is proposed to pass a Special Resolution or (save as provided by the Statutes) a resolution of which special notice has been given to the Company, shall be called by 21 days’ notice in writing at the least and any other general meeting by 14 days’ notice in writing at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of such business (accompanied by a statement regarding the effect of any proposed resolution in respect of such special business) shall be given in the manner hereinafter mentioned to such person as are under the provisions of these Articles and the Act entitled to receive notices of General Meetings from the Company. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that speciﬁ ed above shall be deemed to have been duly called if it is so agreed:

(i) in the case of an Annual General Meeting by all the members entitled to attend and vote thereat; and

(ii) in the case of an Extraordinary General Meeting by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent of the total voting rights of all the members having a right to vote at that meeting.

(b) At least 14 days’ notice of every such General Meeting shall be given by advertisement in the daily press and in writing to each stock exchange upon which the Company may be listed.

(c) Every member holding any ordinary share or shares upon which all calls due to the Company have been paid shall be entitled to be present and to vote at any general meeting of the Company in person or by proxy. The right of holders of preference shares to attend and vote at any general meeting of the Company shall be suspended except in the following circumstances:

(i) During such period as the preferential dividend or any part thereof remains in arrear and unpaid, such period starting from a date not more than twelve months after the due date of the dividend;

(ii) Upon any resolution which varies the right attached to preference shares; or

(iii) Upon any resolution for the winding up of the company.

As to omission to 62. The accidental omission to give any notice of any meeting to or the non- give notice. receipt of any such notice by any of the members shall not invalidate the proceedings at any General Meeting or any resolution passed thereat.

72 Business of 63. The business of an Annual General Meeting shall be to receive and Annual Meeting. consider the Profi t and Loss Account, the Balance Sheet and the Reports of the Directors and of the Auditors, to elect Directors, Auditors, and other offi cers in the place of those retiring by rotation or otherwise, to declare dividends, to fi x the fees of the Directors and the Auditors, and to transact any other business which under these Articles ought to be transacted at an Annual General Meeting. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed Special.

No business to be 64. No business except the choice of a Chairman or the adjournment of the done while chair meeting shall be transacted or discussed at any General Meeting while vacant. the chair is vacant.

No business to 65. No business shall be transacted at any General Meeting unless the be done unless a quorum requisite is present at the commencement of the business. quorum is present.

Quorum 66. Save as herein otherwise provided two members present personally or by proxy, attorney or representative holding not less than 10% of the issued capital of the Company shall be a quorum. One person attending as a member and/or as a proxy and/or as a corporate representative and/or as an attorney for one or more other members shall be counted as one for the purpose of determining the quorum.

Adjournment for 67. If within half an hour from the time appointed for the meeting a want of quorum. quorum be not present, the meeting, if convened upon the requisition of members as aforesaid, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if that day is a public holiday then to the next business day following that public holiday) at the same time and place, or such other day, time or place as the Directors may by not less than ten days’ notice appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.

Chairman. 68. At every General Meeting the Chair shall be taken by the Chairman of the Board of Directors and in his absence the Chair shall be taken by a Director and if more than one Director be present then by such Director as the Directors present at the meeting shall decide. If at any meeting the Chairman of the Board or a Director be not present within 15 minutes after the time appointed for holding the meeting or if all the Directors present be unwilling to act as Chairman of the meeting the members present shall choose one of their number to be the Chairman of the meeting.

Adjournment 69. The Chairman of a General Meeting may with the consent of the with consent of meeting, adjourn the same from time to time (or sine die) and from meeting. place to place, but no business shall be transacted at any adjourned meeting other than the business left unﬁ nished at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be ﬁ xed by the Directors. When a meeting is adjourned for 30 days or more or sine die, not less than seven days’ notice of the adjourned meeting shall be given in like manner as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

73 How questions are 70. At all general meetings, resolutions put to the vote of the meeting shall to be decided at be decided on a show of hands unless before, or upon the declaration of meetings. the result of, the show of hands a poll be demanded:-

(a) by the Chairman of the meeting; or

(b) by at least ﬁ ve members present in person or by proxy, attorney or representative and entitled to vote at the general meeting; or

(c) by a member or members present in person or by proxy, attorney or representative, together holding or representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members present in person or by proxy, attorney or representative, together holding or representing not less than 10 per cent. of the total number of paid-up shares of the Company (excluding treasury shares).

In the case of an equality of votes the Chairman of the meeting shall, both on a show of hands and at a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member.

What is evidence 71. Unless a poll be so demanded a declaration by the Chairman of the of passing of meeting that a resolution has on a show of hands been carried, or resolution. carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Amendment to 71A. If an amendment shall be proposed to any resolution under resolutions. consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

How a poll is to be 72. If a poll is demanded as aforesaid it shall (subject to the provisions of taken. the next succeeding Article hereof) be taken in such manner and at such time and place as the Chairman of the Meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairman of the Meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to some place and time ﬁ xed by him for the purpose of declaring the result of the poll. The demand for a poll may be withdrawn only with the approval of the meeting.

Poll without 73. A poll demanded on the election of a Chairman of a meeting and a poll adjournment demanded on a question of adjournment shall be taken at the meeting without adjournment.

74 Business 74. A poll demanded on any question shall be taken either immediately or may proceed at such subsequent time (not being more than 30 days from the date notwithstanding of the meeting) and place as the chairman may direct. No notice need demand for poll. be given of a poll not taken immediately. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the business on which a poll has been demanded.

Minutes of 75. Minutes shall be made in books provided for the purpose of all General Meeting. resolutions and proceedings at General Meetings and any such minutes if signed by the Chairman of the Meeting to which they relate or by the Chairman of the next subsequent General Meeting, shall be receivable as evidence of the facts therein stated without further proof. Such books shall be kept at the ofﬁ ce of the Company and be open to inspection by a member without charge at such times as the Directors may from time to time decide in accordance with the Act.

VOTES OF MEMBERS

How votes may be 76. Subject and without prejudice to any special privileges or restrictions given. as to voting for the time being attached to any special class of shares for the time being forming part of the capital of the Company and to Article 3, each member entitled to vote at a General Meeting may vote in person or by proxy or attorney or other duly authorised representative or in the case of a corporation by a representative. On a show of hands every member who is present in person or by proxy or by attorney or in the case of a corporation by a representative shall have one vote (provided that in the case of a member who is represented by two proxies, only one of the two proxies as determined by that member or, failing such determination, by the Chairman of the meeting (or by a person authorised by him) in his sole discretion shall be entitled to vote on a show of hands), and on a poll, every member who is present in person or by proxy or by attorney or in the case of a corporation by a representative shall have one vote for each share which he holds or represents. Provided Always That notwithstanding anything contained in these Articles, a Depositor shall not be entitled to attend any General Meeting and to speak and vote thereat unless his name is certifi ed by the Depository to the Company as appearing on the Depository Register not earlier than forty-eight hours before that General Meeting (the “cut- off time”) as a Depositor on whose behalf the Depository holds shares in the Company. For the purpose of determining the number of votes which a Depositor or his proxy may cast on a poll, the Depositor or his proxy shall be deemed to hold or represent that number of shares entered in the Depository Register at the cut-off time as certifi ed by the Depository to the Company, or where a Depositor has apportioned the balance standing to his Securities Account as at the cut-off time between two proxies, to apportion the said number of shares between the two proxies in the same proportion as specifi ed by the Depositor in appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the number of shares standing to the credit of that Depositor’s Securities Account as at the cut-off time, and the true balance standing to the Securities Account of a Depositor as at the time of the relevant general meeting, if the instrument is dealt with in such manner as aforesaid. A proxy or attorney or other duly authorised representative need not be a member of the Company.

75 Vote on a poll. 77. On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

Votes of lunatic 78. If any member be a lunatic, idiot or non-compos mentis, he may vote by member. his committee, receiver, curator bonis or other legal curator, and such last mentioned persons may give their votes either personally or by attorney or proxy. But no person claiming to vote pursuant to this Article shall do so unless such evidence as the Directors may require of his authority shall have been deposited at the Ofﬁ ce not less than 48 hours before the time for holding the Meeting at which he wishes to vote.

Votes of joint 79. If two or more persons are jointly entitled to a share, then in voting upon holders of shares. any question any one of such persons may vote, but if more than one of such persons be present at a meeting the vote of the senior who tenders a vote, whether in person or by proxy or by an attorney shall be accepted to the exclusion of the votes of the other registered holders of the shares, and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

Member debarred 80. No member shall be entitled to be present or to vote on any question from voting etc. either personally or otherwise or as a proxy or attorney at any General while call due. Meeting or appoint a poll or be reckoned in the quorum in respect of any shares upon which calls are due and unpaid.

Instrument 81. An instrument appointing a proxy shall be in writing in any usual or appointing proxy common form or in any other form which the Directors may approve to be in writing. and:-

(a) in the case of an individual shall be signed by the appointor or by his attorney; and

(b) in the case of a corporation shall be either under the common seal or signed by its attorney or by a duly authorised ofﬁ cer on behalf of the corporation.

The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf of an appointor, or a duly certiﬁ ed copy of that power of authority (failing previous registration with the Company) shall be attached to the instrument of proxy to be lodged with the Company, failing which the instrument may be treated as invalid.

The signature of such instrument need not be witnessed. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand or concur in demanding a poll, to move any resolution or amendment thereto and to speak at the meeting on behalf of the appointor. A proxy need not be a member of the Company.

Corporation 82. Any corporation which is a member of the Company may by resolution representative. of its Directors or other governing body authorise such person as it thinks ﬁ t to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company and such corporation shall for the purposes of these Articles (but subject to the Act) be deemed to be present in person at any such meeting if a person so authorised is present thereat.

76 Instrument 83. The instrument appointing a proxy, together with the power of attorney appointing proxy (if any) under which it is signed or a certiﬁ ed copy thereof, shall be to be left at deposited at the Office at least forty-eight hours before the time Company’s Ofﬁ ce. appointed for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used at which the person named in such instrument proposes to vote otherwise the person so named shall not be entitled to vote in respect thereof. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates; Provided that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not be required again to be delivered for the purposes of any subsequent meeting to which it relates.

How votes may 84. (1) A member may appoint not more than two proxies to attend and be given and who vote at the same General Meeting, provided that if the Member is can act as proxy. a Depositor, the Company shall be entitled and bound:-

(i) to reject any instrument of proxy lodged if the Depositor is not shown to have any shares entered against his name in the Depository Register as at forty-eight hours before the time of the relevant General Meeting as certiﬁ ed by the Depository to the Company; and

(ii) to accept as the maximum number of votes which in aggregate the proxy or proxies appointed by the Depositor is or are able to cast on a poll a number which is the number of shares entered against the name of that Depositor in the Depository Register as at forty-eight hours before the time of the relevant General Meeting as certiﬁ ed by the Depository to the Company, whether that number is greater or smaller than the number speciﬁ ed in any instrument of proxy executed by or on behalf of that Depositor.

The Company shall be entitled and bound, in determining rights to vote and other matters in respect of a completed instrument of proxy submitted to it, to have regard to the instructions (if any) given by and the notes (if any) set out in the instrument of proxy.

(2) Where a member appoints more than one proxy, he shall specify the proportion of his shareholding or the number of shares to be represented by each proxy. If no such proportion or number is specifi ed, the fi rst-named proxy may be treated as representing 100 per cent of the shareholding and any second-named proxy as alternate to the fi rst-named.

77 Proxy votes. 85. A vote given in accordance with the terms of an instrument of proxy shall be treated as valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Ofﬁ ce before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast, at which the proxy is used.

Validity of vote. 86. No objection shall be taken to the validity of any vote except at the meeting, adjourned meeting or poll at which such vote shall be tendered and every vote not disallowed at such meeting, adjourned meeting or poll and whether given personally or by proxy or otherwise shall be deemed valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be ﬁ nal and conclusive.

MODIFICATION OF CLASS RIGHTS

Rights of various 56. Whenever the capital (by reason of the issue of preference shares classes may be or otherwise) is divided into different classes of shares, preference altered. capital, other than redeemable preference capital, may be repaid and all or any of the rights and privileges attached to each class may (subject to the provisions of the Statutes), be modiﬁ ed, varied, altered or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of that class and all the provisions contained in these Articles relating to General Meetings shall mutatis mutandis apply to every such meeting except that the quorum thereof shall be two members entitled to vote and present in person and holding or representing by proxy or attorney one-third of the number of the issued shares of that class. PROVIDED ALWAYS that where the necessary majority for such special resolution is not obtained at the meeting, the consent in writing of the holders of three- fourths of the number of issued shares of that class, if obtained within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting. The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

78 APPENDIX 4

EXTRACTS OF VALUATION REPORT AND CERTIFICATES

79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 PT. SuryaPrapta Indah

Brief descriptions of the subject properties are as follows

A. Pullman Hotel and Wisma Nusantara (In Jakarta)

x The Subject Property They are located on Jalan M.H. Thamrin kav. 59, Jakarta, Menteng District, Central Jakarta, DKI Jakarta, Indonesia and owned by the same company PT Wisma Nusantara International sit on a site of approximately 34,130 square metres

The hotel and the office are situated adjacent to each other connected by bridge on the 3rd floor and ground level crossing the internal road.

Pullman Hotel - 5-star, 427-room hotel comprising 11-storey earlier and 14-storey extension buildings

Wisma Nusantara - 30-storey office building of gross floor area of approximately 33,015 sm; semi-gross 30,055 sm and net of 25,500 sm.

x Year built - sometime in 1972

x Land Title - 10 certificates of HGB, the acronym of Hak Guna Bangunan (HGB),

B. Novotel Bali Benoa (In Bali )

x The Subject Property Novotel Bali Benoa is a 4-star international standard hotel of 187 available rooms located in Tanjung Benoa (Benoa Peninsula), Tanjung Benoa Subdistrict, Kuta District, Badung Regency, Bali Province, Indonesia and owned by PT Wisma Nusantara International; sitting on two parcels of land separated by Jalan Pratama and covering an area of approximately 29,333 square metres of which 26,258 square metres is owned PT Wisma Nusantara International and 3,075 square metres leased.

x Year built - sometime in 1995/96 x Land Title - Hak Guna Bangunan (HGB), save for 2 Leasegreements in respect of Novotel Bali Benoa.

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